Partway through Smithy's Factory, you have to battle a huge alarm clock known as Count Down.

Defeat Count Down

Count Down is accompanied by two Ding-a-Lings. Be sure to use multi-target attacks whenever possible. Count Down is weak to Jump and Thunder, while the Ding-a-Lings are weak to Ice.

Each Ding-a-Ling can cast Dark Star, which does high damage to a single character, and Fear Roulette, which defeats a single character. They can cast Spore Chimes, turning one character into a mushroom, and S'Crow Bell, turning one character into a scarecrow, and Doom Reverb, which inflicts Silence on a single character. They can also do a physical attack on a single character. They can do "time is marching on" to force Count Down to the next time on the clock.

Count Down itself will periodically announce the time, and will do an attack (or nothing) based on the time.

• At 1:00 it hits one character with Crystal.
• At 3:00 it uses Recover on itself or one of the Ding-a-Lings.
• At 5:00 it uses Aurora Flash.
• At 6:00 it uses Mega Recover on itself or one of the Ding-a-Lings.
• At 7:00 it attacks all characters with Water Blast.
• At 9:00 it does nothing.
• At 10:00 it uses Petal Blast.
• At 12:00 it uses Corona.

After

After the battle, you can optionally save at the Save Block. Then jump on the spring to go to the next area. There is another spring where you arrive. You can use it to go back to the first part of the Factory.

Otherwise, go northeast. In this area, replicas of bosses that you have fought before are moving down the conveyor belts. If you jump to the upper conveyor belt, you can get a healing mushroom. Go northeast, and you can optionally fall on purpose because there is a treasure chest down below that contains a Flower, and another that contains a healing mushroom. Afterward, jump onto the moving platform to reach the other side. You can jump onto the space just below the conveyor belt if you want to try to avoid the enemies on the conveyor belt. Afterward, go northwest and battle or avoid the Ameboids, then go northeast.

Bowyer arrows will fall from above, so you will have to keep moving. Jabits will constantly go by on the first conveyor belt. Jump over the small gaps to get past the conveyor belt. There will be replica Springers going by on the next conveyor belt. Beyond that, there will be replica Macks on the third conveyor belt. Go northeast to the next area.

If you fall in this area, there are no treasure below. Just a spring that takes you back up to this area. Run across the conveyor belts and battle or avoid the Li'l Boos that fly around. The chest to the northeast contains a Royal Syrup. Then go west to another set of conveyor belts and be careful not to let them push you off. At the southwest end, you can stand in front of the floating platform to stop the conveyor belts from pushing you, then jump slightly south to jump onto the moving platform.

At the other side, quickly walk or jump off of the platform, because it will soon go quickly back to the other side. Go northeast and battle or avoid the Li'l Boos. You can then go northwest on the conveyor belt to get a Max Mushroom. Go back to where the Boos are (or were) flying around, then go northeast across another set of conveyor belts. Get past the Li'l Boos after that, then go northeast to the next area.

In the next area, there are conveyor belts arranged like stairs, and there are replica Bowyers moving down them. You can avoid them if you go next to the base of the conveyor belts while running toward them, and then the next time a Bowyer goes past, run and jump up the conveyor belts to get to the top before another Bowyer falls down.

Go northwest from here, where replica Axem Rangers are moving back and forth. It's possible to avoid fighting them by jumping over them. After that, another set of conveyor belts has more replica Bowyers. You can battle them, or avoid them the same way as described above. Then go northeast to the next screen.

Save at the Save Block, then go northeast to the next screen. There are Ninjas walking around in this area, as well as replica Yaridoviches falling onto a floating block in the middle. Before you proceed, go to the north corner and go northeast to an area with two chests. They contain a Flower on the left and a healing mushroom on the right.

Then go back to the Ninja room. You have to jump onto the floating block and battle one of the replica Yaridoviches to proceed. Afterward, the floating block will disappear. If you're ready for a boss battle, fall into the hole and you will fight Cloaker and Domino.