Count Down is a boss featured in Super Mario RPG: Legend of the Seven Stars featured in the factory area. It consists of a large clock with two bells on top, each with its own personality. During the fight, you're given the option to attack either the two bells or the clock. It's best to take out the two bells and then the clock so as to not take in too much damage throughout the fight (even better is to use items and magic attacks that will target all enemies at once). After a few moves the clock's time will change and one of various different things will happen depending on the time the clock struck.