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Shadow Puppets is the fifth episode of Season 2 of the Starz Original Series Counterpart.

The episode is directed by Swiss cinematographer Lukas Ettlin (Black Sails, Krypton, The Last Ship).

Shadow Puppets is written by Counterpart executive story editor Maria Melnik (American Gods, Black Sails) and is her first episodic writing credit on Counterpart.


A new revelation puts D2 Howard and D1 Quayle in jeopardy. Life at Echo is disrupted. Clare reconnects with her past.

Full Recap[]

In a flashback to his life in Dimension One, a naked Ian Shaw plays “celebrity crush” with his wife Nomi (Krissi Bohn). He picks Erykah Badu due to her voice, her eyes and her hair. He asks his wife what she’s thinking about and she says “how much I love you considering how little I know you.” She’s stressed because she says she knows next to nothing about what he does when he leaves their home.

Ian Shaw is not Ian Shaw[]

In the present in Dimension Two, Ian Shaw is still in the custody of Management’s Agent Yorke. He suggests that Shaw has been disloyal in light of everything Management has done for him over the years. Yorke says Ian has been living an “adopted life on this side” for a decade. He says Ian was warned not to contact anyone from his old life and then shows a picture of Ian passing Nomi in a café (See Outside In).

Yorke calls Ian “Wesley Pierce”. This was apparently his name when he first came to Dimension Two “Lost, broken, running for your life.” Yorke says Management gave Ian a new identity in exchange for his loyalty.  Yorke says that Ian lost Nomi once and threatens that he could lose her again.

Yorke says D2 Emily Burton Silk is off the grid and seems to have stopped being forthright with her investigation. They want Ian to help rein her in. He is to bring her back to Management under threat that Ian could lose his new life in D2.

The Highest Bidder[]

In his office at the Office of Interchange, D1 Peter Quayle is listening to a tape of Peter Quayle confessing that Clare is the Indigo agent known as Shadow and that he willingly helped cover it up. It’s the tape he made when he thought Clare was trying to kill him (See Inside Out). He’s interrupted by his assistant Milla. He quickly places the tape recorder back in his safe and locks it.

Milla reports that his lunch with Roland Fancher is cancelled and reminds him of a meeting with Oversight about the machines in the mailroom. Quayle asks about his cigarettes, retrieves them, and then goes down to the storage area where they are holding D2 Claude Lambert.

Lambert explains that he and his other were switching places for years as they traded information with both sides. He says when he met his counterpart there was no “existential crisis” just “double the fun”. He now assumes that Peter and Clare killed D1 Lambert since D1 Lambert went out to meet with Clare and never returned. He lets Quayle know that he knows everything and will keep quiet only if Quayle pays him 2 million Euros.

Naya Temple shows up. Lambert says he’s willing to give up names of all the Indigo agents working in D1 including Shadow for 2 million and one Euros. Naya asks about the one additional Euro, Lambert says he’s superstitious.

Outside, Quayle attempts to convince Naya that Lambert is lying. They know Aldrich was Shadow. Naya isn’t so sure because D1 Emily has recovered more of her memory and so Naya believes Emily when she says Shadow is a woman. Quayle attempts to scoff at this by asking if Emily can write her own name, but the attempt to undermine fails to land.

Naya plans to put in a request to treasury for the money Lambert wants. Quayle protests. Naya wonders why he’s trying to stall her. Quayle says he acted too quickly with Edgar Brandt and got the prisoner killed (Inside Out). Quayle then talks her into taking the money in precious jewels from Confiscated Items in order to keep it off the books and away from the prying eyes of any remaining Indigo agents. She agrees and says they should stay within sight of each other for the rest of the day because no one should be above suspicion.

’95 Courage League Division Two Playoff[]

In Dimension Two, Mira meets with Osman in a field with a group of mercenaries. Osman wonders if they’re breaking someone important out of Echo because, he says, this was not part of their original plan. Mira doesn’t respond.

D2 Emily calls Ian Shaw but he doesn’t answer. She leaves a message telling him something is about to happen and she needs his help.

Inside Echo, D2 Peter Quayle is watching the same two video taped rugby matches he watches every day, the ’95 Courage League Division Two playoff final between Saracens and Wakefield. He explains to D1 Howard Silk that in Dimension Two, Saracens apparently lost, but the team won by 21 points in Dimension One. Peter watches both versions of the game over and over again and takes copious notes because he believes he might be responsible for the difference in outcomes.

His father apparently took him to the game. Peter needed to go to the restroom, but the game was close. His father didn’t want to miss anything and sent the boy on his own. The young Peter got lost coming back and pitched a fit that required intervention by medical personnel. Peter believes that his fit distracted one of the players and changed the outcome of the game.

It’s clear that Peter locked onto this event as a point of departure between himself and D1 Peter Quayle. Yanek apparently told him that D1 Quayle did not get lost and did not cause a scene. D2 Peter says perhaps that’s why his other is an important man.

Howard points out that D2 Peter might be the better man, but Peter says the better man doesn’t end up in a place like Echo.

Confiscated Items[]

At the OI in D1, Peter Quayle sends D2 Howard down to Confiscated Items officially to retrieve the gem stones for the Lambert bribe. Secretly he tells Howard to steal a gun and kill Lambert.

While shopping with her daughter and her mother, Clare is approached by another mother who slips her a note. Later, she meets with her childhood friend Spencer in a junky vacant lot. Spencer informs her that Lambert is in custody. He says they have an “asset” feeding them information from inside the OI. He tells Clare that she needs to prepare to disappear and to “torch” everyone who knows her including her father and her husband. Clare resists and suggests that Peter still has value to them. Spencer says it won’t matter “in a few days” implying that the next Indigo operation will render Quayle’s aid unnecessary. He gives Clare a phone and says they’re going to try to get to Lambert.

D2 Howard heads down to Confiscated Items where the clerk Brody apparently was good friends with D1 Howard. The clerk tells a long-winded tale about his daughter Frannie meeting her Austrian fiancé Felix on a train platform as he slowly retrieves the gems Howard is there to pick up.

Naya Temple picks this moment to question Lambert again. She asks Peter to join her. He panics and tries to call down to Confiscated Items to warn Howard.

Howard manages to steal the gun. The phone rings, but Brody doesn’t answer because “no one important” ever calls him. He keeps rambling on about his daughter to the point Howard loses his temper and yells at Brody that he doesn’t have time to listen to him. He attempts to explain it away by saying his boss is pressuring him, but the clerk’s feelings are hurt.

Naya and Quayle arrive outside the room holding Lambert and find the guards shot dead. They enter and find Lambert is dead as well.

D2 Howard removes the tag from his stolen gun and rounds the corner. He too sees the dead guards. He makes for the nearest exit.

Lock Down[]

Naya orders a lock down of the Office of Interchange. No one is to be allowed to leave. Employees are allowed to make one, monitored phone call but must follow a script claiming that the computers at the OI are down and they have to wait at the office until they are fixed so that employees can be securely logged out.

D2 Howard manages to hide his stolen gun behind the toilet tank in one of the bathroom stalls and rejoins his fellow employees in the Strategy bullpen as Naya explains that a prisoner was killed and the killer may still be in the building.

One of the Strategy employees is berated by Housekeeping agent Nicole for having a mirror selfie of a partially nude woman holding an iPhone. This is a violation of Article 342 “pictures of modern technology are not permitted on Office premises”.

Howard is frisked and stands in a line to make his phone call.

Seeing that Naya is busy with another agent in her office, Quayle takes the opportunity to talk to Howard alone. Quayle asks the security guard supervising the phone calls to leave the room. Once he does, Quayle expresses gratitude for Lambert’s death. Howard says he didn’t kill Lambert. Quayle thinks it’s okay that another Indigo sleeper did their work for them, but Howard sees a darker design.

Howard says Indigo needs somebody to take the fall for Lambert’s death and suggests they may sacrifice an asset they no longer need. He’s implying they may pin it on Quayle. Before Howard goes, Quayle informs him that D1 Emily is responsible for informing Naya about Lambert.

Clare tries to call Quayle to warn him but can’t get through.

Naya decides that she and Quayle’s offices should also be searched. Nicole from Housekeeping opens Quayle’s safe, the tape recorder with his taped confession is missing.

The Confiscated Items clerk Brody reports that a Sig Sauer P320 is missing and pins the theft on Howard.

The Darkest Self[]

Yanek sits reading a book in front of a bank of monitors showing the prisoners of Echo in Dimension Two. His room is filled with stacks of photo slides, various equipment and stacks of paper files. A guard leads Howard in and Yanek tells him to sit wherever makes him most comfortable. Howard realizes that Yanek lives in this space. Howard realizes Yanek is a prisoner in Echo too.

Yanek explains that he has a deal with management. They give him domain over Echo as penance for his past sins and he gets to make his case for the “truth” that the two dimensions are at war and they must prepare for it.

Yanek laments that he’s not getting through to Howard. He says it’s like Howard is determined to defy him at every turn. He says he thought someone who had met his other would understand that the two worlds cannot coexist. Howard again refuses to spy on his wife. Yanek says he doesn’t care if Howard spies or what secrets Emily might have. Yanek says Management’s games mean nothing to him.

He says he really wants to know why Howard won’t recognize what’s happening to him. Howard explains that, yes, he’s met his other and found him to be a real asshole, but says just because his counterpart is an asshole doesn’t mean Howard is one too. Yanek says they are “two souls born from the same body. There’s only room for one of you.”

Howard questions what makes Yanek the great authority on the coexistence of the two worlds. Yanek explains that he was there at the beginning, suggesting he was on hand when The Crossing first opened in the 1980s. “I am the reason our two worlds exist.” Yanek retrieves a picture of a group of men and women.

He explains, “These were my friends once. We were family. We had come of age behind the Wall, only to discover the existence of two worlds. It was a new beginning. No political barriers. Pure human science. We had two worlds to extract knowledge from, and double the brilliant minds to apply it. I liked my other. I thought we were above the base impulses that drove everyone else, but we weren't. No one is immune to it.”

Howard says he doesn’t believe the bit about no one being immune to “base impulses”. Yanek retorts that nature doesn’t give a damn what he believes. “Faced with survival, we all give into our darkest self.” He says he’s trying to show Howard that no one escapes this.

As Yanek and Howard are talking, Mira and her Mercenaries roll up outside the gates of Echo. Inside, the guard Mira spoke to on her first visit turns off the surveillance cameras. He then steals D2 Peter Quayle’s rugby video tapes and hides them.

Indigo Saves Peter Quayle[]

Naya Temple calls D2 Howard into her office. She believes he stole the gun and killed Lambert although she doesn’t think Howard actually has the training or the aptitude for such an operation. She thinks Quayle threatened Howard or Emily or both and forced him to carry out this crime or others to cover for the fact that Peter Quayle is Shadow. Howard acts stunned. Naya says the only way out for Howard is to tell her everything that Quayle forced him to do.

Naya arranges for Howard and Quayle to meet in private and unmonitored in hopes they’ll speak freely about their “options”. Howard explains everything Naya thinks she knows. Quayle panics and asks if Naya knows about Clare. Howard says she doesn’t, but Quayle is convinced that Naya has his confession tape.

Howard is incensed that Quayle made the tape because it’s like he wanted to get caught but was too much of a coward to “face the music”. Howard says he can’t help Quayle and suggests that Peter retrieve the gun from the men’s room and “bring this to an end”. Peter realizes Howard wants him to kill himself.

Spencer shows up at Clare’s apartment and informs her that Lambert is dead and that their “asset has been handling things.” The reminisce about their time at the Indigo school and how Spencer used to sneak cookies and Mira would get angry claiming that his other didn’t have a sweet tooth. This information was apparently false. Spencer believes Mira just didn’t tolerate dependency on any level.

Clare admits she thought Mira had gotten rid of Spencer from the school because the two children were getting too close to each other. Spencer says he was brought over and lived in a house until he replaced his counterpart at age 18. She asks if he trusts Mira. He says he believes in the cause.

Spencer then admits that he’d wanted to get in touch with Clare often but knew she was too important to the plan to do so. He then picks up a picture of his namesake and says he can’t imagine what it must be like to have a child on this world. He calls the baby cute and brings up her name. Clare realizes that this is why he’s come. He admits that he’s missed her. He starts to leave, but she stops him and they make love because Clare says she is “so fucking sick” of doing what they tell them to do.

Quayle goes in to make his phone call and gets Clare’s voice mail as she is occupied with Spencer. Quayle deviates from the script provided and tells Clare to tell Spencer that he loves her. Quayle then reads the script about the computers and tells Clare that he loves her.

Housekeeping is waiting for Quayle when he comes out. He makes a break for it, running to the men’s room to get the gun. He then runs through the halls. He stops in what appears to be storage area and places the gun barrel to his head. He tries to muster the strength but can’t bring himself to pull the trigger.

A guard enters and urges Quayle to put the gun down, there is a muffled shot and the guard falls dead.   Quayle’s assistant Milla enters holding a gun. She is the Indigo asset Spencer spoke of. Milla explains that she destroyed the taped confession, but Peter still has more to do. Milla says her involvement wasn’t part of the plan and she’d only been activated that morning. Milla laments that she thought she’d get to see “it all unfold after we won”. Indigo told her that Quayle is important.

She lays out the story Indigo has concocted to cover for Quayle and Clare. He’s to tell them that he and Milla were having an affair for five years. This will explain why “Shadow” was able to gain so much information about the Strategy department. Milla wants Quayle to tell them that Lambert confessed that Milla was Shadow and Peter took the gun from Confiscated Items to confront her but he was unable to stop her before she killed herself. Milla says she wanted so badly to “see the dream become real”. She then follows through and kills herself with the gun that Quayle is holding, blood spatters across his face.  Naya and the agents from Housekeeping enter with guns raised. Peter tells them Milla was Shadow.

Raid on Echo[]

D2 Peter Quayle realizes his video tapes are missing and starts a fight with another Echo prisoner Karl. This escalates and involves more prisoners. Someone sounds the alarm and guards rush into the living area. Peter is forgotten and searches frantically for the tapes.

The guard working for Mira cuts power to the facility. He then walks outside to open the gate. He asks Mira if his family is safe. She says it depends on him. The guard leads them all back into the facility. Echo guards fan out to investigate the power cut. They’re confronted by Mira and her mercenaries. Shots are exchanged.

Emily arrives and finds the doors to Echo standing open. Shots can be heard coming from inside. Emily puts on her bulletproof vest. Ian Shaw calls, she explains that she’s at Echo and there’s shooting. He wants her to slow down. She says there’s no time and hangs up.

Mira’s troops advance into the prison proper. Prisoners are shot in the confusion. D1 Howard tries to get to Peter but is blocked by gunfire. Howard cowers on the floor instead.

Yanek comes out to meet Mira. He tells her she has the same eyes as her mother. The mercenaries take Yanek and Mira follows. Osman sees Howard and starts to come at him with gun drawn. An Echo guard shoots Osman but doesn’t kill him. Osman fires back and the guard goes down. He begs for his life. Howard begs Osman not to shoot, but Osman turns and takes aim. Howard picks up a gun from the floor.  Osman fires on the guard. Howard fires on Osman. The guard is dead. Osman is choking and bleeding out on the floor. He dies as Howard watches.

Mira and her mercenaries take Yanek to an elevator. Just as the doors are closing, D2 Emily arrives and fires her weapon. The bullet bounces off the elevator door.

Emily makes her way into the prison and finds Howard. She leads him out. Upstairs, Emily exits just in time to see Mira and the others driving away. She finds the tire on her car is slashed and flat.

Inside Echo, there is a picture of a young Yanek and someone who looks exactly like Mira.