How can we conceive of practices of counter-conduct within spaces of resistance? This article examines practices of counter-conduct in the context of Occupy movements that were keen to emphasise their openness, inclusivity, and their manifestation of processes which facilitate non-hierarchical and radically democratic social relations. As they criticised and work to unmake a global order marked by privilege, violence, alienation and extraordinary deprivation, they claimed to embody and explore alternatives rooted in solidarity and empathy. However, such grand narratives can serve to obscure the more contested or ambiguous practices of these movements. In the face of stories and (proclaimed) subjects of emancipation, we explore those instances where resistance breaks down, excludes, ignores, privileges, and where subjects attempt to resist resistance. We do this by mobilising Foucault's concept of counter-conduct, which allows for power to be conceptualised as dispersed, networked, and as predicated on unstable and multiplicitous subjectivities. In this context, exploring the processes of counter-conduct of those challenging other forms of counter-conduct does not fall back into a dichotomous position which legitimates the status quo, but both complicates the picture and asks important ethical questions about the form, nature and practice of contemporary resistance movements.