Inside Out is the first episode of the Starz Original Series Counterpart Season 2. The episode is written by co-executive producer Erin Levy (Mad Men, Mindhunter) and is her third Counterpart writing credit.

Inside Out is directed by British director Charles Martin (Marcella, SKINS).


While hiding in Dimension One Howard's life, D2 Howard Silk must avoid detection at home and at the OI. Peter Quayle and Clare Quayle struggle to adjust to their new arrangement.

Full RecapEdit

EDITOR’S NOTE: All action in this episode takes place in Dimension One (our world).

Inside the Office of Interchange, FBI spy hunter Naya Temple (Betty Gabriel) is undergoing a job interview with an unseen man via a speaker in a darked room. A reel-to-real tape recorder is rolling and electrodes are attached to Naya’s fingers and to what appears to be a polygraph machine.

The man asks her if she believes in God. She says yes. He asks why. She says she doesn’t have to answer. The voice goes over her resume during her nine years with FBI counterintelligence. Naya apparently exposed four spy rings including 22 Chinese and Russian agents. She says her status as an outsider allows her to understand the spies she’s hunting, to see the world the way they see the world.

Naya has previously passed weeks of interviews, in this final one, Management is apparently ready to read her in on the true nature of our multi-dimensional world. A television is wheeled into the room and he explains that for 30 years they’ve been guarding a crossing that leads into another world. Naya is unphased.


A video cassette recorder starts playing a tape from October 9, 1991. On the tape a man named Hans Lang is introduced to his counterpart from Dimension Two. Mr. Lang is confused and his doppelganger freaks out too. They scuffle and have to be separated.

The speaker box tells Naya that they have more to show her and asks if she wants to proceed. She doesn’t answer but asks what exactly they want her to do. The speaker says, “We need you to hunt a very special kind of spy.”

Locking Down Dimension OneEdit


Alice runs through the woods and finds the body of her partner Herbert. She is captured by masked gunmen and forced up against a tree with her counterpart. The two clasp hands. Clare approaches and one of the Alice recognizes that she is Shadow. Clare informs Alice that Aldrich is dead before one of the men shoots both Alice in the head with a silenced pistol.

Clare orders the men to remove their belongings and bury the bodies. As they go to this task, she shoots both of them and leaves their bodies alongside the other dead.

Claude Lambert is buttering toast in a rundown apartment. He watches the clock as he eats.  It is 7:20. He collects his dry cleaning, doffs his coat and makes for the door. Before he exits, he returns to the table and flips the chair and throws a plate on the floor.


At 7:30, agents from the Office of Interchange lead by Peter Quayle crash through the door into the now empty apartment. Quayle looks at the broken plate and overturned chair and says Lambert left in a hurry so they must have just missed him. He orders his agents to tear the apartment apart looking for clues to his whereabouts.

In the customs area at the Office of Interchange, bereted agents erect metal cages for housing those Dimension Two employees who got stranded on this side when the doors closed (See No Man's Land).

Later, in a meeting with Management and Peter, Roland Fancher explains that the attack on their office has changed them. They’re suspicious of everyone even though the D2 people they’re holding are diplomats and bureaucrats who crossed legally and then just got stuck. Management, through the multi-lens camera box and headset, says anyone from Dimension Two is to be considered an enemy because Indigo has spies that could be among them.


Roland explains that Peter has been working to identify and expose all the Indigo operatives inside the OI. He uses Aldrich as an example claiming he was the Indigo agent known as Shadow who had infiltrated the “third floor”.

EDITOR’S NOTE: Aldrich was loyal to his employers and Dimension One. Quayle falsely claimed he was a spy to protect the real mole, his wife Clare.

Management explains that they’ve hired an outside specialist to partner with Quayle in tracking down any remaining Indigo agents.

D2 Howard Hides in Plain SightEdit


Howard from Dimension Two is pretending to be his counterpart. He rides the train to work and submits to the OI’s increased security which includes being questioned in the OI building's courtyard about his previous day’s arrival time (8:30), the previous day’s access code (4277) and finally the current day’s code (6031). The agent compares his answers to the printout of Howard’s “Attendance Record” and then adds a new ink stamp recording his current time of arrival.


In the bullpen, Howard makes his way to his desk and notices quite a bit of activity in Peter’s office as Naya is introduced. The spy hunter steps out and introduces herself to the workers. She explains that Management hired her to help find the “interlopers” who “weeks ago” brought terror to the office (See No Man's Land). She plants the seed that employees should look at their co-workers and report them if they might be from Dimension Two.

Later in the men’s room, Howard and Peter discuss how bad it is to have Naya hunting folks like Howard and Peter’s wife. Peter explains that Naya wants him to find Lambert. Howard says that’s simple enough but Peter explains that he can’t because Lambert could expose Clare and Clare could expose Peter and Peter could expose Howard. It’s Peter that’s been tipping Lambert before the OI raids on his safe houses. Peter says he’s trying to earn Clare’s trust to find out what Indigo is going to do next.


He then brings up D1 Emily Burton Silk. She’s apparently being discharged from the hospital. Peter says maybe Howard could job her memory because she probably knows what Indigo is up to as well.

Emily is Not HerselfEdit

Howard brings D1 Emily back to her apartment for the first time since the accident that left her in a coma. She has trouble remembering the word strange. She says the apartment feels strange, like when you dream you’re in your home but it’s not your home. It is obvious that while she seems primarily well, Emily is suffering from some sort of Aphasia. She can no longer read.


Howard reads a card from her mother apologizing for not staying in Berlin. Emily asks to be spared the rest of the note saying she’s starting to remember some people. 

Emily notices that the spare room is made up into a bedroom. Howard explains he’s planning to sleep there because he didn’t know how well she would remember him and didn’t want to force her to sleep with a stranger. She says she remembers him, he’s her husband.

Clare Gives Peter a BreakEdit


Peter and Clare have a new apartment closer to the OI. They’re still in the process of moving in when they have her parents over for dinner. Clare’s mom notes that Roland has changed lately, he’s become more sentimental.

While Peter and Clare play the happy couple for her parents, they separate as soon as they’re alone.

They discuss the warning Clare gave to Claude Lambert. He pushes her that she must give him something good to keep Naya off their scent.  Clare says she has nothing. She says she’s heard nothing from Indigo since the attack.


The baby begins to cry. Peter says it’s “your night” suggesting they have a custody rota of some sort. Clare says Peter can have her. He seems pleasantly surprised. Peter takes the baby into his room and locks two deadbolts and a sturdy-looking lock bar over the door.

In the morning, Peter finds a note slid under the door. It says, “Edgar Brandt, 11:00 am, Oberbaum Bridge”.

On the bridge, Dimension Two courier Edgar Brandt (See Shaking the Tree) picks up an envelope full of euros just before he is cornered and captured by several agents from the OI. Quayle informs him he’s overstayed his visa.


During questioning Edgar explains that he doesn’t know where Claude Lambert is hiding and claims he never met him.  Peter lays out everything they know about Edgar and his work for Indigo. Edgar says they will go after his family if he talks. Peter claims he can protect Edgar inside the new monitored prison they’ve built in the OI customs area. Edgar explains that he took the information from Indigo to a barn in Sacrow about 45 minutes outside Berlin. He says the woman who lived there would draw the blinds if it wasn’t safe. Peter hands over his phone and asks Edgar to input the address.

Later Peter delivers Edgar to the prison in the customs area.

Emily Freaks Out a LittleEdit


Emily is going through her apartment dumping several items on the floor and the coffee table. She finds a library book (Günter Grass’ “The Tin Drum”). It was apparently checked out on March 11, 2018 and never returned.

Howard returns home with Turkish takeout. He questions all the stuff laying about. She says they should take the book back to the library. She doesn’t remember why she would put a library book away in a drawer. She also doesn’t understand “the woman who chose” one of the paintings in the living room. She forgets the word “strange” again as she tries to describe how everything in the apartment feels.


Howard asks if any of the items Emily pulled out are bringing back any memories and presses that they should try to shake things loose in her mind. He offers to read the book together with her.  This makes her angry. She says he’s talking to her like a child with a kind of impatience in his voice. He claims he’s just trying to help her recover her memory. She accuses him of pushing her to get better quicker. He shouts at her to let him finish a sentence and we see a bit of the real Dimension Two Howard.

Emily goes to her room saying she doesn’t want Turkish. She suggests that he should try cooking for her like he used to.

Indigo Has PlansEdit


Clare and her father watch baby Spencer play in a sandy park. Roland reminisces about when Clare was a baby and points out how Spencer looks exactly like she did and suggests this means Clare will turn into her mother and send the baby to ballet and cotillion. Clare says she’ll let Spenser tell her what she wants to do without filling her with any expectations.

Clare notices a man standing on the far side of the park just watching her. She points out that her father’s lunch hour is over and he departs. The watching man leaves once Roland departs and Clare takes Spencer.


Later Clare meets with Claude Lambert in a brick auto tunnel on Prinzregentenstraße. They squabble. She complains about his man approaching her when she was with Roland Fancher saying she has to listen to stories about her childhood from a man who looks like her father and the least he could do is give her some space. He complains that he’s squatting in hideouts.

She warns him about Naya and her work with the OI. He already knows about Edgar being arrested and points out that Clare isn’t his only source. He says the arrest is a sign that someone is talking. The comment hangs between them before he hands her a bag with the last Indigo materials and instructions that made the crossing before the doors shut.                       

He says everything is on schedule and she is to activate the final sleeper cell. Clare points out that this was not the plan. He says things have changed.

Emily’s Memory is of Great InterestEdit


Naya calls Howard into her office to chat. She’s amazed at his sudden and rapid move from 29 years in Interface to Analysis and Strategy all in the span of a week. Howard starts to explain, but she already knows the story of how he had to be read in and promoted when D2 agents were trying to kill Emily (See: The Crossing (Episode)).

Naya points out how weird things seem now that she knows about The Other Side. She says she looks at her husband in a new way now. She talks about Emily and how she’s having trouble recovering certain aspects of her memory.  She wonders if Emily remembers working for the OI. Howard points out that they seldom discussed work before her accident. She presses him on how odd it must be to not have known what Emily was doing for the OI. Howard says he’s still processing it.

Naya asks that Howard come to her if Emily remembers anything. He agrees.


At her doctor’s office Emily is repeating words after they are stated by a computerized voice and appear on an Apple computer monitor. When the doctor turns down the volume on the computer voice, Emily can’t recognize or verbalize the words anymore. Emily is angry that she doesn’t know what the words say. The doctor says she shouldn’t worry because they’re trying to rewire her brain and it takes time.

Emily is paranoid about what the doctor is writing in her file. The doctor claims she’s just noting that her eyes are good and she’s able to focus on words. Emily doesn’t know whether to believe her. The doctor offers to call in Howard to read it. Emily says she doesn’t trust him but then says she doesn’t mean that.

Emily believes she’s not making any progress, but the doctor says her progress is remarkable. Emily says while she’s been living beside Howard for 30 years, there’s something missing. The doctor recommends that she get out of the apartment and explore the city to recover her memories faster.


Later Emily walks home with Howard and apologizes for being so frustrated. Emily says her brother Eric called and tried to explain why he and her mother weren’t in Berlin for her recovery. Howard mocks his voice much to Emily’s delight.

Howard sees a man watching them from across the street. He escorts Emily into the apartment at 3 Nehringstraße. While she goes to take a shower, Howard grabs a gun from under his mattress, runs back downstairs and chases the man. He loses sight of him down a side street.

Two MeccasEdit


Quayle arrives at his office early and finds Naya on a prayer rug in her office. She asks about when he was read in. He says he’ll never forget it. She relates how her faith is central to her life, and daily prayers toward Mecca are of paramount importance to her. Now she can’t stop thinking that there are two Meccas. Quayle says she’ll get used to it eventually.

She updates him on the search for Claude Lambert. They sent a team to the barn in Sacrow.  She starts to say something about Management but stops and laughs about taking orders from “a camera”. Quayle says he’s still not yet used to that. Management told Naya that Quayle exposed Aldrich as Shadow and now with the tip on Lambert, she wonders where he gets his information, what’s his secret, is there more from his source that she could see. He says he’ll share his info.


Meeting in the tunnel under OI, Quayle asks Howard to set up a false paper trail in Accounting to show that he has a confidential informant that he’s been paying for a while to satisfy Naya that he has a source (other than his wife) for the information he’s getting on Indigo. Howard balks at first pointing out that someone was lurking at his apartment and Clare may not be in control of the situation. He then agrees to get Quayle’s fake source records and real money.

Emily Remembers Her AffairEdit

Emily exits the station at Bundesplatz directly across from the Cosima Theater on Sieglindestraße where she suffered the car accident that put her in a coma (See ‘’The Lost Art of Diplomacy’’). She remembers the night she was hit. Emily apparently told D1 Howard that she was going to the dry cleaners that night.


She also remembers her 10-month affair with Andrei A.K.A Michel Lehner and her ‘go bag’ filled with money and weapons that she hid at his apartment. Shaken by the memories, Emily retreats back the way she came.

Later Howard returns to find books and other items strewn all over the apartment. Fearing they’ve been attacked by agents searching for him, Howard rushes to find Emily. She is sitting on the bed surrounded by stuff. She’s broken down a bit saying “It’s just not who I am.” She questions if Howard even liked her before. He says he did even though she says he didn’t really know her.  She points out that Howard now works in her old department at the OI and finally knows what she did for a living, which she now remembers, and that she was lying to him for most of their marriage. Howard says they can deal with all that when she’s ready.


She says she’s getting the feeling she doesn’t like who she was before. Howard comforts her with tales of their first date at a terrible Chinese restaurant. He tried to impress her but it was terrible and she laughed and then he laughed and they had a fantastic night together just talking. He says that when Emily excused herself for a moment, he’d told the waiter that he was going to marry her. Howard says Emily turns bad things good. Emily says she doesn’t remember that woman. Howard suggests they forget about her and start all over. They hold hands.

Black 24Edit


Peter picks up the cash that Howard arranged for his fake “confidential informant”. As he nervously returns to his office, he’s stopped by a security officer. Naya informs him that there’s been an incident down in the holding cells.

Edgar is dead. His wrists are slit and there is a razor blade laying atop a pool of blood. The other prisoners are banging on the cages and demanding to be let out. Naya believes Edgar was coerced into killing himself. She says the other prisoners are scared because Indigo still has people inside.


Later at home Peter informs Clare about the suicide. She says “It was taken care of.” He wants to know how many people they still have on the inside. She doesn’t answer saying all that matters is that he’s safe. He says it won’t end well, but she says it will because they have a plan and they have their daughter.

He demands that she give him some new information on Indigo’s plans, if they’ve been in touch in any way. She says she’s heard from no one. Clare then tries to seduce him, and while he seems up for it at first, he rejects her and says it won’t work on him anymore.


Quale locks himself in his room, takes out digital recorder and tapes a confession explaining that Clare is Shadow and laying out his unwitting role in the initial attack. He then goes on to detail how he preserved the lie to save his marriage, his status and his daughter after he found out. He says he should have been caught, but he’s always been lucky.

He takes the money he got from Accounting to a casino and bets it all on black 24 at the roulette table. Against all odds, he wins. He then takes the substantially larger wad of euros and gives it to a homeless man.


In his confession Peter urges whomever is listening to protect his daughter saying that while she’s born of two worlds, “she belongs to ours.” Calling the recording his insurance, he places it in the safe in his office.

A Glimpse of ManagementEdit

Howard returns to the apartment to find Clare with Emily. This is apparently the first time they’ve properly met. Howard offers to walk Clare to her car. On the street Clare says Emily’s memory loss is good for both of them. Howard warns her not to hurt his wife. Clare says they have a truce. She offers that they could be friends. Howard laughs.


Naya assures Management that the suicide in the cells won’t slow them down. She says they’ll look closer now and turn every stone. Management urges her to come to them the moment she has something.

On the other side of the Management camera array, a man watches as Naya gathers her things and exits the field of view. The feed cuts out and is replaced by a line of code. “upload/link/disconnect” is highlighted and the screen goes blank.

As the screen fills with what appears to be a mixture of real and nonsense code, a male voice points out that they all know who is behind Indigo. On the screen there are lines from “USER AVALON” “USER WEZA” and “USER KEILBERG”.


A female voice points out that Mira is dead. The first male points out that was never proven. A third male wonders if “they” could have lied to them about it. The first male says they have to “reach out” and send “them” a message.

As the camera pulls back, we can see an older man wearing headphones and watching the proceedings on an odd grouping of screens that seem to have been unfolded out of a briefcase. The third male asks if everyone concurs. The first female voice says yes as do the two male voices heard previously and the man who is now visible watching the screen.


He signs off by typing in “USER : AVALON” and a shutdown command. He then folds down his microphone and the screens, closes the briefcase and inserts it into a safe with a combination lock.

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