This paper examines the themes of terrorism andcounterterrorism as they are manifest in the popular culture of the United States and United Kingdom, by focusing on two televisual representations of the dialectics of terrorism and counterterrorism. In each of the works I have chosen, the dilemmas posed by counterterrorist mobilization of the security apparatus are either implicitly or explicitly confronted in fictional spaces. I compare similarities and differences in the representation of agents (individuals)and agencies (organizations) involved in terrorism and counterterrorism, and how this impacts democratic polities, by examining two different cultural products. 24 (US Fox Network), and Spooks (UK BBC), are television series based on fictionalized narratives that try to simulate the activities ofcounterterrorist operations either in: a wholly fictional Counter Terrorist Unit (CTU); and fictionalized MI-5 agents, respectively. In both of these works, the dangers to civil liberties, privacy, and human rights posed by both terrorist attacks, and overt and covert internalsecurity operations, lie at the core of their narrative structure. Each of these works deals with issues of intra-organizational competition and factionalization within intelligence and law enforcement agencies, and the elite networks which direct these agencies. Additionally, 24 and MI5/Spooks take a somewhat ambiguous stance vis-a -vis dissident and/orsecurity agent tactics that at times verge on the level of terrorist, or at the very least, criminal behavior. Both of these works have received much critical attention and debate about their significance for interpreting the cultural aftereffects of the "war on terror", the role of intelligence and military services, and violence and suspicion and paranoia in the political culture of early 21st centuryUnited States and United Kingdom. These programs and films were in development, or being broadcast, during a time period which spanned the before and after of September 11th, 2001, and the attacks of July 2005 in London, providing an opportunity to detect cultural shifts or the durability of certain themes. Scripts and airdates were altered in certain instances, raising questions of censorship and the possible conflation of the real and the fictional. By examining these works, andhow the represent the motivations and activities of agents and agencies, I seek to answer the following questions: are these works subversive, merely the commodification of anxiety, or do they in certain cases contribute to the legitimacy of internal security and intelligence agencies? ..PAT.-Unpublished Manuscript [ABSTRACT FROM AUTHOR]