We present a video compression scheme using epitome based texture coding that uses a low quality video as side information and improves it by using the epitome. The side information is sent at different levels of quantization and resolution to optimize the quality against the bit rate. The concept of motion threading is used for propagation of epitome information from one frame to another. The proposed scheme shows promising results for low bit rate side information case because of the reduction in the level of blurring due to the introduction of high frequency information derived from the epitome. © 2011 IEEE.