Counter (Zähler) is a mechanical binary counting machine. Strings, levers and weights embody elementary Boolean expressions: negation (NOT), conjunction (AND) and disjunction (OR). These fundermental logical operators are linked to for a digital counting machine (a network of half adders). Once set in motion, the machine works independently in its inscribed logic. The system oscillates in an endless loop between mechanical calculation and acoustic memorization. Only the presence of the observer can influence this cycle. Noises produced by the observer are perceived and integrated into the cycle. In the mechanical calculation network of the counter, the “in-between” of a binary symbol processing machine can be experienced. Like a microscope, the counter magnifies unstable states that generate processes of discrete switching in our imagination.