The Sincerest Form of Flattery is the seventh episode of the Starz Original Series Counterpart. This episode is directed by Alik Sakharov (House of Cards, Black Sails) from a script by Gianna Sobol.

The title seems to be a reference to the aphorism, "Imitation is the sincerest form of flattery," which is credited to eccentric English cleric Charles Caleb Colton. He wrote "Imitation is the sincerest of flattery" in his 1820 book "Lacon, or Many Things in Few Words, addressed to those who think."


Clare's past is revealed. Peter Quayle suffers through his own birthday party.


Christiane Paul who plays Mira is a doctor in real life. The writers describe the character as "sweepy" a portmanteau of sweet and creepy.

The triangular mug that left the tell-tale stain on Quayle's papers was inspired by a set of glassware owned by writers Erin Levy and Gianna Sobol.

Writer Maegan Houang appears on screen as one of the teachers quizzing Clare on her return to school after her "accident". This is Houang's second role in the series. A photograph of her as a child is prominently displayed on Bob Dwyer's desk in the D2 Office of Interchange.

Counterpart Inside the World of Counterpart Season 1, Episode 7 STARZ

Counterpart Inside the World of Counterpart Season 1, Episode 7 STARZ

During the scene where Clare teaches the Indigo kids about The Break in the two dimension's timelines that came with the devastating Flu pandemic in 1996, several photographs can be seen along a timeline. A few are recognizable but they don't seem to be in chronological order.

  • The aftermath of the space shuttle Challenger explosion is shown right at the beginning of the timeline. The disaster took place on January 28, 1986.
  • The doomed space shuttle Columbia crew is shown along the top at the 1993 mark, that ship exploded on reentry on February 1, 2003 and the crew shown died on that date.
  • An iPod is posted in the top timestream above 1998, but the first Apple player wasn't released until November 2001.
  • Images of viruses and other microscopic material dominate the lower timestream around the 1996 mark.
  • Post 1996, the lower stream seems focused on images of nature, storms, whales and arctic areas.

The character Ethel is named after a dog that hung around the Writers' room and bit several people.


Alexander Pope is shown to be staying at the Haus Witzleben an historic building in the Charlottenburg-Wilmersdorf area of Berlin at Witzlebenplatz 4-5. Designed by architect Georg Pinette, the building went up in 1909-1910.

One of the party guests, Joel, is played by actor John Funk. He's pretty easy to spot as he is the person who acts opposite JK Simmons whenever they have double Howard scenes.

The scene of Clare losing her virginity in the bar's restroom was shot on actor Nazanin Boniadi's birthday.

Writer Gianna Sobol says there were multiple scenes cut from early drafts of the script, including one of Peter and Clare's wedding. "In an early draft, we cut from this scene of Clare and Quayle reuniting to their wedding, as Fancher gives a toast and they start their first dance. There were so many scenes we wanted to have but only so many you can fit into one episode!"

Full RecapEdit

In 1997 in Dimension Two, Young Clare Fancher (Lara Decaro) is asked to identify the bodies of her parents who were apparent victims of The Flu epidemic. She is then taken to live at a school in Potsdam that is run by a faction within the Office of Interchange. On her first day in class, a boy named Spencer (Leo Heim) smiles at her and she smiles back.

Clare is homesick and wishes to return to her house. Her teacher/handler Mira (Christiane Paul) explains that it’s not possible because her parents are dead and the world is not a nice place. She urges Clare to shed skin of her past and grow a new one “thick with anger”.


Mira then relates the story of gazelles in the wild. The animals that stick to the fringes of the pack get picked off by a lion, but the ones deep in the center of the pack go unnoticed and live the longest. She says they need Clare to live a “good long life”.

Shadow WorldEdit

During a game of flashlight tag, Clare finds herself in a small space with Spencer. She says she likes his braces. He says he doesn’t need them, but, because his Shadow has them, he must wear them too. Clare doesn’t know what he means by “shadow”. He’s surprised they haven’t explained it to her yet.

In a classroom, the students recite the following -

“On the other side of the door, I can be different me, as smart and as brave, as funny or as strong as the person could want to be.”

Clare is called out of class and taken to an operating room where a doctor waits. Mira explains that she cannot have anesthesia for the procedure and must be kept conscious. She explains that they’re going to break Clare’s legs and it will hurt badly. Clare believes she’s done something wrong to deserve this as punishment for writing in a library book.


Later, as Clare recovers with large plaster casts on both legs, Mira shows her pictures of her counterpart skiing, which is something Clare’s never done before. Mira explains that there is another version of Clare in a different dimension.

“10 years ago, something happened to the world and very few people know about it. It copied itself. It split in two. Think of it like a door you can walk through and on the other side there is another world with another me, another you.”

Clare deems this to be impossible, but her teacher continues.

“The people on the other side look like us, act like us, sound like us, but do not mistake any of them for the people you love. These people are the reason your parents are dead.” “They created the virus to destroy us.”

She explains that they had to break her legs because the Dimension One Clare broke her legs. She says they have to do everything to her that happens to D1 Clare because someday she will go to the other world and hurt them for everything they did to her parents and everything they did to her world.

Secrets and CyanideEdit

In 2018 on his birthday, Peter Quayle realizes that his wife Clare is a spy from Dimension Two. He comes up with an excuse to send her out of the house, asking her to go buy a specific brand of cigars that her father enjoys, so that he can call D2 Howard Silk in order to discuss developments.


Howard searches through the house for clues as Peter tries to come up with alternative explanations as to how secret documents from his home ended up on the other side. He thinks it might be someone breaking in or the maids or even their childcare provider. Howard goes through the medicine cabinet and finds a cyanide capsule hidden in a bottle of vitamins.

Love and IndoctrinationEdit

In Dimension Two in 1997, Clare listens to a cassette tape featuring updates about her counterpart’s life.

“On the 21st of August, she lost her last baby tooth. Mr. and Mrs. Fancher placed a silver heart necklace under her pillow in place of a coin. Mrs. Fancher makes Clare’s lunch every morning. During her lunch period, Clare often trades her potato crisps for candy or sweets. Her favorite subject in school is art, more specifically, watercolors. Her favorite color is pink.”

Later, Clare (in a wheelchair) and Spencer sit side by side with their class watching a news report on the spread of The Flu outside Germany.


“Villages on the plateau were repeatedly assured there was little risk of infection at their line of longitude, but today’s tragedy is another sign of the München viruses growing strength. What’s alarming about the spread to the Balkan territories despite German border quarantines, is that every attempt at containment thus far has failed. The death toll is rising and continues to rise amid fear and panic.”

Mira notices as Spencer takes Clare’s hand and she leans her head against him.

Later Mira is notified that, in Dimension One, Clare’s father is next in line to run the Diplomacy Department at the Office of Interchange. Mira doesn’t believe Clare is ready, but they still have time and mustn’t waste the opportunity.

After Clare has recovered from her broken legs, she is quizzed on her counterpart’s life, specifically her first week back at school. Clare explains that she ran two kilometers in 11 minutes, ate too many pretzels, and threw up. A friend called Jaco gave her his soda because he felt bad. They ask about Jaco’s last name. After a short pause, Clare remembers it is Abelo. The teacher quizzing her compliments her on her memory. From habit, Clare places her hand to her mouth. Mira steps in to correct her saying that her Shadow doesn’t do that gesture. Spencer walks by outside the room and the two children smile at each other.

A short time later, Spencer is missing from class. Clare asks Mira and is told Spencer has already taken up his assignment on the other side. Clare asks when she’ll see him again and admits she misses him. This earns a slap across the face from Mira.


“Those feelings are not yours to have. Do you understand me? You are not some stupid, little girl who gets to make friends and boyfriends and hopes and dreams. You are a soldier. If that makes you angry, think of who took it from you and focus on that.”

Mira then congratulates Clare for “truly suffering”. She says it’s “beautiful” and means Clare is growing.

Quayle Questions EverythingEdit

D2 Howard plies Peter for info on Clare. She went to college at Berlin University of the Arts graduating with a degree in Architecture in 2006 or 2007. Howard presses him to be specific. Peter says she was 24 when they met. They were introduced by his friend Toby who worked for Clare’s father in Diplomacy at the OI. Peter wonders aloud if Toby might be a spy as well. Howard offers a non-committal “anything is possible”.

Peter simply cannot believe that his wife is a spy. “She wears cashmere. She cooks poached salmon for dinner,” he says by way of explanation for his incredulity. Then it dawns on him that he may never had met the real Clare. Howard explains that she might have been swapped out years before she and Peter met.


Howard questions if Clare was aware of his work at the OI. Peter is at first offended but then realizes that he uses the same code for the safe in his home office and his phone. She would have access to both. Howard points out that Clare knows everywhere he’s been. He realizes that’s how she knew they visited Heinrich’s butcher shop (See Act Like You've Been Here Before).

Howard urges Peter to remain quiet believing that they have the upper hand as long as Clare doesn’t realize that her cover is blown. Peter is not down with this. He freaks out about his party and exposing his guests from the office to his wife who is a spy. Howard tries to calm him. He says to put on a smile and play the game.

Clare Crosses OverEdit

Clare teaches at the Indigo school in 2013. Her lesson covers The Break, the point at which the two world’s timelines diverged significantly. The Break occurred in 1996 with the advent of the flu.


“The Crossing was discovered around 1987, but for years our worlds were almost identical. It wasn’t until 1996, when their flu killed millions of our people that everything became different.”

She then asks the students to describe some of the differences.

  • Cigarettes because European countries in Dimension Two outlawed the sale of tobacco in 1999
  • Smart phone technology is better in D1 because “they’ve made certain advancements we’ve been unable to make.”
  • They still eat pork in D1 whereas D2 stopped because The Flu was spread by swine so “pigs still roam free” in D1.

The classroom blackboard shows a diagram charting the two dimension’s timelines and showing them diverge significantly after The Flu in 1996. There is also a diagram of what appears to be a smartphone screen with many apps.

Another section of the board shows the world population as of 1999.  Under the designation AS or “Alpha Side” there is a population of 6,048,679,354. Below PS or “Prime Side” there's a population of 5,592,724,795.

EDITOR’S NOTE: The official real-world population for 1999 according to the United Nations was 6,066,867,391.

The bell signaling the end of class rings. Clare asks one particularly mouthy student to stay. Perhaps seeing a younger version of herself in the girl, she tells the story of pack animals getting picked off by predators that Mira shared with her. The girl scoffs.


Mira comes in and says it’s time for Clare to cross over because Peter Quayle has proposed to her Shadow. She explains that Roland Fancher put Peter on the Director track in Strategy specifically because he didn’t want his daughter marrying beneath her station.

Mira says this is a gift to the program. With a husband in strategy, Clare would be the highest-placed operative they’ve ever had. They need her to cross over now because, once Peter gets his promotion, he’ll be vetted and monitored making it more difficult to replace her counterpart.

Clare is sent to meet with Alexander Pope. He says he’s heard a lot about her and that she’s been well prepared. He explains that they’ve manufactured an identity for her – Claudia Armine - that will get her past customs as part of a diplomatic envoy.


Clare travels through customs with no problem and enters The Crossing. Her exit from the Office of Interchange is smooth as well. She is dropped off and, as Pope instructed, walks along the Spree River to the safehouse (apparently the same apartment at 41 Wrangelstraße seen in Shaking the Tree).She is met by Ambassador Claude Lambert. Pope says Lambert - “A bit of a cad, but you can trust him” -will be her sole lifeline while she is in Dimension One.

Clare demands to know when she is being inserted. Lambert makes it clear that he is simply a messenger. He refuses to give her contact information for him but does give her a cyanide capsule. He explains that it needs to be replaced every 12 months. He says it’s her means of escape if she’s found out.

Clare Meet ClareEdit


In 2013, D2 Clare watches as D1 Clare leaves her apartment. Breaking in, she plants surveillance equipment throughout. The landlady hears her exiting and complains that Clare left her garbage out again. She apparently had to take it down the steps. D2 Clare calls her by name, Mrs. Kupferberg (Friederike Frerichs), promises it won’t happen again, and kisses the old woman on the cheek on her way out.

Clare returns to the safehouse and watches her counterpart’s every move on a series of cameras. Every now and then she’ll repeat something her shadow says in order to work on her inflection.

In 2018 Dimension One, Peter Quayle watches from the bar as D2 Clare greets the guests arriving for his birthday party. His in laws, Roland and Mrs. Fancher (Jacqueline Antaramian), get there. Roland greets Peter and gets a fatalistic view of birthdays in return, “another year closer to death.” The older man laughs it off and goes in search of his sleeping granddaughter claiming Peter and Clare always hide her from him. Clare asks Peter how many drinks he’s had. He doesn’t answer, he just drinks another martini.


Five years earlier, D1 Peter and Clare are relaxing at her apartment as D2 Clare watches. Clare laments giving up her apartment after she and Peter wed saying she’ll even miss Mrs. Kupferberg. He says he’ll be glad to never see the “cranky old bitch” again. Clare points out that she’s a holocaust survivor and has earned the right to be as cranky as she wants.

He wonders if Clare knows Kupferberg’s first name. She says it’s Lily. D2 Clare makes a note of this.

The couple becomes intimate on the sofa. Clare is a virgin and says she’s “ready” and doesn’t “want to wait anymore.” They make love in a bit of a bumbling, fumbling exercise on the sofa.


D2 Clare approaches Claude Lambert about the sex situation. It turns out D2 Clare is a virgin as well and must have sex in order to match her shadow in every way. Lambert offers his “service”. She silently refuses but resolves to have sex. She goes to a bar, picks up a man, and does her best to emulate the sex acts and positions she watched on the surveillance.

Peter Quayle Gets ToastyEdit

In 2018, Peter Quayle offers a toast to his guests, thanking them for coming, and slurring his words. He toasts D2 Clare directly for organizing the party. The guests resume their conversations and Clare goes to get some more wine, but Peter isn’t done yet.

He begins quizzing Clare in front of everyone asking her how many birthday’s they’ve shared together and specifically the first one he incorrectly identifies as her 25th but that she corrects him was actually her 26th.

He then quizzes her about a rugby match they saw before that point. He asks her which team the “mighty Saracens” were playing. She claims she drank too much and doesn’t remember, he presses, and, after a slight pause, answers “Harlequins. We won 23-13. Right?” He then claims she spilled a pint on a very angry fan, but she says she only took the blame for him spilling the pint because the angry fan was four times his size.

Peter seems angered by this, “That’s the thing about my wife, always thinking on her feet.” He then offers another toast, “To the one I fell in love with.”


In 2013, D2 Clare preps for D1 Clare’s wedding by going through a number of family members and friends on the guest list. “Lizzy. Family friend. Works at the Bundestag. Dating civil engineer Gerard Andre. And Laura, Laura Fancer. Laura, 3rd cousin. Recently divorced. No date.” The motion sensors on her apartment surveillance alert her that D1 Clare has returned home.

She and Quayle are fighting. She’s found a text “Thinking about your legs and everything in between” that Peter apparently sent to a female “friend.” Clare is angry that she “gave” herself to him and wonders if he then slept with this other woman. He denies having done so.

“I waited my entire life to have sex because it means something to me. Nowadays, everyone fucks like animals, like nothing’s special anymore.”

She takes off her ring and throws him out.

D2 Clare reports this development and Lambert insists that she replace her shadow now and patch up the relationship. Peter is too valuable a target to let get away. He says she has enough money to hire a team to help kill her counterpart.

Clare arranges it. Two hired thugs attack D1 Clare in her apartment, but she fights back, stabbing one in the arm with a box cutter, and escaping. The thugs radio this information to D2 Clare who intercepts her counterpart and, with a slight smile, chokes her to death. She instructs the thugs to dump the body and make it difficult to recognize by cutting off the fingers and pulling her teeth. She also tells them they will need to beat her up before they go.


D2 Clare, with face severely bruised, makes up with Peter Quayle in the ruins of her apartment.

Peter Quayle Loses His ShitEdit

In 2018, Peter Quale watches from the kitchen as his father in law describes how Clare broke both her legs, couldn’t walk for six months, and was miserable. Peter becomes more and more angry as he watches the imposter playing happy families. He leaves the party, retreating to a back room.

The guests say their goodbyes. Roland Fancher decides not to smoke his favorite cigar and asks Clare to return it to Peter and say happy birthday.

As Clare is returning the cigar to the humidor, she notices where Peter dumped all the cigars as an excuse to get her out of the house earlier.


Later, Clare is ready for bed and gently confronts Peter on the toast he gave. With little preamble, he basically tells her he knows she’s from D2 although he’s still not sure if he ever met the D1 Clare.

He then drags her into the bathroom and retrieves the cyanide capsule. Clare claims the pill is expired because she let it go bad. She says she never had anything of her own but now has something to live for, her daughter.

Several months earlier, D2 Clare gave birth to a daughter. Peter was at her side. Clare named the child Spencer.



Counterpart Season 1, Episode 7 Preview STARZ

Counterpart Season 1, Episode 7 Preview STARZ


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