Clocks were never meant to tell time for evil! Clocks are supposed to be good, and let you know when it's time to eat or wake up. This time, Smithy has gone too far!! Oh, well. Take Mario, wearing the Jinx Belt and the Hero Shirt and carrying the Lazy Shell, and Mallow, wearing Prince Pants and a Quartz Charm, carrying the Sonic Cymbals that are music to the ears of goodness everywhere. Last but never least, Toadstool marches into battle with the Lazy Shell, Exp. Booster, and Frying Pan. Use group attacks such as the Star Rain or the Ultra Jump. If Ring-a-Ling mutes someone, use Toadstool's Therapy or Group Hug to fix them up. Mallow's Sonic Cymbals are pretty powerful on these guys. Don't concentrate on one enemy at a time during this battle, but alternate the focus until one of the bells spontaneously dies. Then, pound the other bell until he kicks it, too. If you've been alternating the focus and using group attacks, like I SAID to, Count Down should be child's play from here on out.