Count Down is the enemy of a secret agent. During Timon and Pumbaa's vacation at Monte Carlo, the spy pretends to be unconscious so that the duo can become spies themselves to distract Count Down while he sabotages his diabolical plan.
“Look, Timon, that guy wears the same emblem those ninjas were wearing.”
―Pumbaa showing Timon Count Down's emblems, hinting to his friend that he might be the ninjas' leader
Count Down is shown to be a tall, slender man with white hair and eyebrows, white eyes with no pupils, and pale skin.
He wears a white shirt covered by a crimson red suit, grayish-black pants with a blue belt around his waist and white gloves. Count Down is also shown to wear a blue metal. As Pumbaa points out to Timon, he wears several yellow emblems with red stripes, which resemble a target: one being on one of his gloves, one on the black collar of his suit, one on his metal, one on his tooth, and one on his left sleeve. The emblems Count Down is wearing are the same ones worn by his ninjas.
Count Down also tends to walk with a yellow cane.
Timon: "Alright, Count Down, you got me. What’s your plan?" Count Down: "Oh, my plan? Oh I have no time to tell you about this big red button which will fire my giant ray gun. You see I’m far too busy to explain that my giant ray gun is aimed directly at the sun and I will not spend my precious second to tell you that once the sun is destroyed, everyone in the world will have to buy my electric heaters! It’s almost a shame you won’t be around to buy one!" (laughs evilly)
—Count Down explains his diabolical plan to Timon
Count Down is shown to be a quite evil and serious villain. After beating Timon at a game of Go Fish, he prepares his diabolical plan to conquer the world. His plan is to destroy the sun so that everyone will buy his electric heaters. He is also shown to have a romantic feeling for Pumbaa in his female costume (with his codename being P.U.). However, when Timon asks his friend to set him free, Count Down decides to trap Pumbaa as well and kill the duo with various guns.
When Timon and Pumbaa arrive at Monte Carlo, they enter the casino, only to get thrown out by the owner. After Timon and Pumbaa get thrown out of the casino, a secret agent appears and fights off some ninjas. After the spy defeats the ninjas, Pumbaa makes him turn his head to realize that he forgot his brief case, which causes him to run into a wall, fall down the stairs, and lie down unconsciously.
It is now up to Timon and Pumbaa to become secret agents and finish the spy’s routines, which are to beat someone at Go Fish and stop the bad guy from doing his diabolical plan.
When Timon and Pumbaa re-enter the casino, this time with the owner letting them in as he is convinced that they are spies, they meet Count Down and play Go Fish with him. Count Down, however, wins the game and leaves to prepare for his plan. Timon and Pumbaa try to follow the man with their spy car, but are unable to control the vehicle. The car sends them flying in the air and landing on Count Down’s car, which goes to his secret lair.
Timon and Pumbaa disguise themselves as ninjas in order to not get caught, but Count Down can recognize Timon and he has the duo fight the ninjas. When Pumbaa defeats the ninjas by making them fall into a hole, the warthog falls as well, leaving Timon to stop Count Down on his own. When Timon tries to open his briefcase while confronting the villain, he accidentally pushes a button that destroys the briefcase and makes him get trapped.
Count Down explains his diabolical plan to Timon, which is to destroy the sun so that everyone would buy his electric heaters. Pumbaa then shows up in his female disguise, convincing Count Down that he would love to have some of his heat. But when Timon tries to get Pumbaa to free him, Count Down traps the warthog and he’s about to shoot the two friends. Pumbaa tells Timon that he was right when he told him that getting involved in the spy business was a bad idea, making Timon admit his mistake.
Suddenly, one of Count Down’s ninjas reveals to be the secret agent from earlier and he stops Count Down from destroying the sun and shooting Timon and Pumbaa. After Count Down gets defeated, the spy tells Timon and Pumbaa that he was pretending to be unconscious so that they can distract his enemy while he sabotages his HQ. Pumbaa then realizes that Timon was right about getting involved in the spy business after all, even though the meerkat didn’t know what he was doing. But then, Timon accidentally pushes a button that destroys the Earth, making Pumbaa tell his friend that it would hurt to know what he is doing.