COUNT TO THREE ■ Karaoke Version ■ Valve Song INSTRUMENTAL

Since the day when we released Count to Three, we've been receiving a bunch of requests to upload the instrumental version. So we made it specially for you guys. And it's not just an instrumental, it's a karaoke video with the lyrics!
It's time to learn the Valve song and sing it together with Ellen McLain, the Stupendium, Mr. Gabe Newell, Holly Turton and the Chalkeaters' choir. Enjoy and feel free to share your cover versions across the Internet!
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We are The Chalkeaters, the gaming music project based in Saint Petersburg, Russia. We make comedy songs and music videos about video games, gaming industry and related memes.
■■■
“Count to Three” by
THE CHALKEATERS
Executive producer / songwriter:
Alios [ / aliospony ]
Sound producer / lead arranger / engineer:
Masel [ hire: soundbetter.com/profiles/2693... ]
Arranger / guitars / choir production:
Ergy [ / ergyergy ]
Lead artist / art director:
Pondis [ linktr.ee/pondis ]
Lead animator / video composer:
Lenich [ / lenichkirya ]
Character animator:
Yumi the Cat [ / yumithecat , / yumithecat08 ]
■■■
Gabe Newell vocals: The Stupendium [ / thestupendium ]
GLaDOS vocals: Ellen McLain (original voice of GLaDOS)
Alyx vocals: Holly Turton
Supporting arranger / piano: Dmitry Kovzel
Drums: Matias Menarguez
Trumpet: Bruno Brito
Saxophones: Weber Marely
Trombone: Felipe Coelho
Supporting artists: Hunternif, Koldan Grey, Freskovich, QuietVictories
Choir: Hineko, Vasya, Martie, Chaos Angel, tooi_cat, Venix, Walter, Dmitry Litvinov, Tsumikashi, Lenich, Ergy, Dmitry Kovzel, Nikdoge, Felya, Jerico, Choki, Finch under cover, BertyDahlia, Victor Bird
Mastered by Stuart Hawkes at Metropolis Studios
Special thanks to:
Gabe Newell and Michael ‘Lewi’ Lewington for recording Gabe’s awesome cameo!
Erik Wolpaw for allowing us to use Valve’s characters for the video!
Jamie Lopez, Wendi Wills, Tom McGurk for helping us to get Ellen on board
Bill Van Buren for helping us with the GLaDOS voice
zhenya_hacker, Kizuru and Martie for being our favourite test subjects
Vasya, Nikita Dobrinskiy, Chaos Angel for great ideas and overall support

[@TheChalkeaters]

Our project survives without ads thanks to your donations. Please support us on Patreon! ▶ patreon.com/thechalkeaters LISTEN TO THE ORIGINAL SONG ON: 🎵 Spotify: thechalkeate.rs/counttothree_spotify 🎵 Apple Music: thechalkeate.rs/counttothree_apple 🎵 KZbin Music: thechalkeate.rs/counttothree_ytmusic 🎵 Deezer: thechalkeate.rs/counttothree_deezer 🎵 Amazon: thechalkeate.rs/counttothree_amazon

[@ExtremusStupidus]

wait yaal posted this an hour ago?

[@whoppinator4672]

Better be early to reply

[@eve13acatty]

To answer your question: yes! I can fully sing the entire song from memory, it's so good and catchy! However, the Stupendium's singing voice is too low for me to match, so when singing along I stick to just the turrets', Alyx's and GLaDOS' parts 😁

[@Stratiis]

I’m just gonna leave this here and 5th

[@fancykero]

Ik

[@ST0AT]

"Is this what you've been waiting for?" YES

[@elianopepito]

Of course it is :)

[@lordsquidface1712]

333 likes i willnt like it just for this to be a message

[@lucasdellamaggiore]

"Say one, two.... and four"

[@lordsquidface1712]

@@TerabyteOcto i dont know i just found it on reddit

[@10EightyPlays]

Say one two, and four.

[@amoralmarker6503]

I just realised how empty everything is... like a liminal space. Gives me the vibe of alone that both Portal and Half-Life give to the player

[@francescodegregorio2824]

*the dark room in gm_construct*

[@darinmorris4917]

Your saying that like you just realized the video has always been like that. But this is supposed to be empty by removing all the characters.

[@Masterhitman935]

Like the it just work, instrumental.

[@amoralmarker6503]

@@darinmorris4917 Was too busy vibing to notice the lack of characters

[@axeonee]

All source games if you play them in single player are like that.For example gmod is soo fucking creepy because you are used to the maps from half life to be full of npcs and things but.. they are empty. Just you and the map

[@Kunnoc]

Chell and Gordon's voiceover is so beautiful.

[@birbfromnotcanada]

Yes

[@sfosac]

ikr, especially their singing in 0:09, so beautiful

[@anemiropenguin2241]

@@sfosac gordon only started at 00:14 and chell much later this doesnt make sense

[@sfosac]

@@anemiropenguin2241 thats the joke

[@Leosrandomcontent]

1:52 is the Peak Part.

[@arstoncas6965]

Finally someone filmed Valve's offices during the pandemic

[@WalrusComrad]

Nah they’re just filming the people who are working on tf2

[@jerrycebrero5377]

@Rami Aboud ironically, 3 people actually.

[@teedeegremlin]

@@jerrycebrero5377 what the fuck is that thing how do you pronounce it what kind of person types in a reverse E? that doesn't exist

[@ImranLokman]

@@teedeegremlin I think you pronounce it "more than 2,less than 4"...? I think, IDK

[@teedeegremlin]

@@ImranLokman Something between 2 and 4? Hmm.

[@PantaroParatroopa]

One has to appreciate how the audience has no hesitation to say "Three". No repetition, no subversion, just going for it when the rhyme calls for it.

[@Yolwoocle]

Ikr! It was so butter smooth it surprised me when it happened. So satisfying.

[@katech6020]

Valve has finally counted to 3. steam deck will run Steam OS 3.0

[@Scout_from_deep_rock_galactic]

No bloody way

[@duke4726]

hell yeah half life 3 in the toilet babeeeeeeeeeeeeee

[@Mopsie]

This is revolutionary

[@phmatador4286]

Holy Mary, mother of Joseph!

[@teedeegremlin]

Dear God...

[@StupidWaluigi]

I love the detail in the background of getting rid of all of the Characters. I also tried many ways in Adobe Audition to get a good instrumental of this so thank you!

[@Sukadia]

they even photoshopped gaben out of the studio haha

[@tizutitandula5638]

@@Sukadia ngl I'd think gaben just provided uncut footage where he sits down first / stands up at the end and they use that

[@aj1218]

FUCK YEAH! NEW INSTRUMENTAL MUSIC FOR STUDY TIME

[@omundodevictorcalixtodelim9752]

Yaaaaaa

[@TehNitro]

Yessir!

[@Seato-Osty]

When you try to study only to end up dancing:

[@KazumiyaEnthusiast]

When you start singing because you already learned the lyrics

[@teedeegremlin]

My favorite part is when the pop-corn vibes to the tune on its own.

[@bruttocane]

mine was when the shovel decided to burn some money

[@teedeegremlin]

@@bruttocane ooh it was nice too

[@outzymes3636]

@@teedeegremlin valve but its possed

[@teedeegremlin]

@@outzymes3636 The ghost of Zepheniah Mann strikes again.

[@sonetagu1337]

4*

[@TheAdvertisement]

I love how the song constantly switches between jazz and electro-swing.

[@WompieTunes]

My 2 favorite genres mashed into 1. Can't get any better!

[@majoras_swag]

epic for some op gameplay

[@owenhunt2692]

li'll bit of big band in there too I think

[@emeraldnickel]

The secret is that electro-swing IS jazz

[@TheAdvertisement]

@@emeraldnickel I meant like, Big Bang jazz but yeah

[@Yuti640]

0:47 A soul that’s actually now free

[@imsleeping4182]

That time when all humans just died out and you're alone...

[@SlashCraftJack]

So... Portal 2?

[@nolongergabe]

nah man this is legit fucking follow freeman without the people

[@runningoven]

That happens to me all Thursdays I HATE it.

[@lordcypher5889]

Imagine... Valve is waiting until they've made the third game for every one of their games. Then they release them all.

[@King-xx3jf]

the orange box 2 featuring half life 3, team fortress 3 and portal 3

[@ahmed4363]

@@King-xx3jf Valve has said there is no portal 3 Portal has ended

[@Fact_core]

@@ahmed4363 Yea since the portal gun went to space as seen in the portal 2 ending

[@ahmed4363]

@@Fact_core I didn't even realize that

[@danzjz3923]

@@ahmed4363 they COULD pull a one, two, and four on us and release portal 4

[@playerpogg]

0:00 at first I didn't realize, but those two notes are from the Valve guy intro!

[@runningoven]

Yep! This song is so filled with references I didn't get the "life gave you lemons" SUNG BY GLADOS until I heard it a few times.

[@Paccyd33]

Yeah me either I didn’t notice it until I saw the instrumental version

[@nunoosorio3832]

This sounds like something Caravan Palace would make. In other words: good stuff.

[@Querez8504]

It's something called electroswing. It's a genre.

[@nunoosorio3832]

@@Querez8504 I keep my word.

[@Querez8504]

@@nunoosorio3832 Well yeah, I can't argue against that.

[@Gaming.Gamer.]

Yeah, it reminds me a little bit bit of 'Rock it for me'.

[@broken4049]

I have tried to actually sing along to it but it's f***ing hard. It's still a banger. I listened to the non instrumental version on repeat for almost an hour and the only reason I stopped is because my phone died. 😁

[@spakeschannel]

Ikr... Gabe's lines felt almost rap-like in terms of speed... And I do mean old-school rap, not that nuisance that modern rap is.

[@10EightyPlays]

Wow. I’m good.

[@nat3007]

@@spakeschannel This is eight months late i realise probably more but go and check out The Stupendium if you haven't. They have impressive rap speed.

[@Frizou]

This music is awesome, the perfect mix of electro-swing, a little of orcherstral and some jazz on top with added gamer jokes, its insane how everything fits so well !

[@silverflight01]

I love that the popcorn is still there, even if the audience isn’t

[@jinzotenebris]

Is this what you've been waiting for? Say "One, two... and four"! This time you're bound to count to This time you're bound to count to This time you're bound to count to Guess what comes after Hi again, I'm Gabe N A fan of shooters, wizard of computers and a handsome man (Your grandfather used to blather 'bout him a thousand years ago) Wasn't easy keeping busy Every season brings another reason not to make a game (Oh, why bother, just another wasted day in the studio) I had it all but tried new things, true It didn't get us very far Between controllers and machines you Still picked a rusty old crowbar Nobody sees beyond my sharming self A soul that's never truly free So, just for once, forget the summer sale And give it up for Half-Life... Alyx The valve's been stuck corroded by the money Has not been oiled for years We didn't even hope to see it running But now you're bound to learn how to But now you're bound to learn how to This time you're bound to count to three! This time you're bound to count to This time you're bound to count to This time you're bound to count to Guess what's coming after Well, here we are again Except we're long forgotten My circuits niggling up and down my spine He said it's worth the wait His weight keeps pressing harder But Alyx gave us hope - we'll rise and shine! For soulless card games and hardware releases The light's been turning green Life gave you lemons - take them out the freezer This time you're bound to learn how to This time you're bound to learn how to This time you're bound to count These numbers are intimidating It's hard to give a fresh new start When everyone's anticipating Another masterpiece of art If this machine keeps playing dead We may end up on the other side So hold on to all your hats Let's show 'em a triple-A done right! The valve's been stuck corroded by the money But after many years We can't believe the engine started running This time he's bound to count to three! Full steam ahead, we'll end this idle running Let's give the valve a spin! We've got some work to do, so take this, honey This time you're bound to learn how to This time you're bound to learn how to This time you're bound to count to three

[@TehNitro]

Damn, thanks!

[@ArtoriaZz2137]

This looks so depressing without all the characters...

[@rat2316]

Like all valve games in multiplayer when online is 0 player

[@Zlukaka]

Imagine that they all went on a lunch break.

[@ahmed4363]

Valve HQ (live video)

[@nunoosorio3832]

The absolute state of Valve

[@crazybird199]

This really helps me realize how ridiculously detailed the backgrounds are.

[@Thumb_]

The instruments playing together so good I treat it as a separate song because you can’t really tell underneath the voices

[@crazybird199]

@@Thumb_ That's true, it's hard to tell.

[@Paperaincoat]

Imagine if this song gets into Portal 3 credits

[@unim8]

it would be awesome

[@tornadotaylor8956]

God that would be amazing, too bad it would never happen. Edit: portal 3 that is, they have the humour to add it

[@elianopepito]

It would be fantastic

[@bossfire001]

yehh!

[@killertigergaming6762]

I think you mean portal alyx

[@brebrobro]

I like how everything is removed, except for the popcorn in the front row that's still bouncing to the beat haha

[@adaptable1553]

They took time to remove all the characters on screen and rearrange things that they were holding or doing so that they didn't look so out of place. So the entire video is just a empty, soulless facility. Filled with nothing but robots and... Wait this sounds familiar.

[@runningoven]

The flying shovel though. But yeah it did feel a bit like Portal 1.

[@greob]

Pretty good animation in the background.

[@homerocketscience1874]

What animation?

[@crazybird199]

Even without the characters, its still great art.

[@crazybird199]

@@homerocketscience1874 Elevator, the ghost shovel, and the popcorn are all still in motion

[@bpe-music]

I admire the instrumental arrangement of this song, so hearing it without the vocals is even more enlightening. One could almost ask if there is sheet music existing to it ;-)

[@smuggsly5833]

2:09 is the start of tf2 realistic pt 7

[@mattie723]

yes das used this

[@proud22beme]

its amazing how easy this is to sing along too~ this is truly a masterpiece!

[@joeyanderson6567]

You know you got excited when you saw they upvotes don’t lie, but it was a bait and switch bc it’s count to three but karaoke

[@welldzhik]

I've heard it so often that an audio track is enough for me to hear them.

[@yoursleepparalysisdemon1828]

I expected this to be a bunch of people walking around trying to get Gabe to say "3", but he just walks away and continues the song someway else.

[@Jodus_MacGotuss]

I've heard my share of electro-swing, and I'm not exaggerating, this is some of the best I've ever heard

[@Snavels]

Because this stuff is actually believably playable. No simple 3 part chords either

[@Jodus_MacGotuss]

@@Snavels it feels like a lot of electro swing is a bunch of missed opportunities to make some really cool music. But not here

[@felipeaguilar7531]

The fact there was a tf2 reference made me happy and fun fact:the administrator from tf2 is the same voice as GLAD0S

[@temmietemmieson6756]

I’ve been WAITING FOR THIS!

[@omundodevictorcalixtodelim9752]

HOIII :D

[@temmietemmieson6756]

@@omundodevictorcalixtodelim9752 Hoi am temi :3

[@zag1797]

the sheer amount of care put into this instrumental is insane, even better with all the references to all the game's OSTs. also 1:06 is a more accurate example of how many people que for competitive

[@Msanydor]

Love it how you removed every character singing from the music video great touch.

[@riminaru_kun]

Спасибо за контент!

[@Triangless_90]

Оо руский

[@user-dg1ww9gn4e]

Нас тут много, наверное...

[@riminaru_kun]

@@Triangless_90 так это же группа из СПб

[@Triangless_90]

Да знаю у них в описании страна росия

[@BERT-STUDIO]

@@Triangless_90 росия? Не Россия???))))

[@Coffeeeeeeeeeeeeeeeeeeeeeeeeee]

This became my background music in 4secs, I will watch this over and over and over when ever I hop on a game or my PC or anything like that. Thanks for this masterpiece.

[@Chomperling]

The Gordon freeman cover is soo good! It sounds just like him

[@pandemix2767]

Finally the thing that i have waited for

[@S3lgames]

it's so cool you played Portal as a child and now you're talking to Glados herself about it... it's really cool!!

[@Constricter]

I've been waiting for this!

[@mushmello526]

I love that every living entity has been edited out

[@user-AADZ]

I love swings

[@LuxrayLloyd]

AWESOME! This is probably one of my favorite songs from you guys!

[@weshuiz1325]

Nobody noticed "three" getting mentioned only 3 times Or the flying pups at 2:04 *this is the second time i mention those*

[@salocasmangamesdigas5k751]

You guys gotta put this on Spotify too, even the instrumental is amazing, keep up the good work guys!

[@kennytvn]

Very nice touch there weren't actually any people in the animated part of this version of the video. Awesome!

[@karurota69420]

This is what i've been waiting for!

[@james_baker]

Thanks for this. This song has so much depth that didn't hear with the vocals. The vocals are great, but wow.

[@IdrissIsTaken]

did not know gordon could sing that well

[@poorsalad]

Gordon has such a way with words

[@neverkills]

YES IVE BEEN WAITING FOR THIS

[@dracon2]

If you think about it, the visuals in this instrumental aren't even possible, there's nobody to turn the wheel at the beginning!

[@tofix112]

It's almost impossible to smoothly sing without knowing the lines by heart anyway. Please, if you make a karaoke format lyrics, *always* display the next line before the current one finishes. Instead of displaying them in discrete blocks that you just can't start reading and singing at the same time.

[@ahmedshaltout4992]

love this. can we have the instrumental version on spotify?

[@james_baker]

thank you for this. the horn section, Weber Marely's Band, is just outstanding.

[@EthanHasnt]

I even did the "this is glados, the chalkeaters are my friends" thing

[@Skyleed]

I love how the start is the intro of valve

[@levferno483]

Y'all should make more karaoke versions of your songs, they're awesome!

[@WX-78]

0:26 HAS to be the best part.

[@auto-memes9212]

This song is perfect. I want more!

[@Creedd910]

I like how they put in all the extra effort to get rid of all the people

[@ahmedshaltout4992]

the basslines at 1:35 and 2:09 are life!

[@RayAnimations..]

Electro swing vibes Maybe the song is electro swing

[@ahmedshaltout4992]

@@RayAnimations.. it is

[@RayAnimations..]

@@ahmedshaltout4992 electro swing is awesome

[@vicky121wicky3]

HECK YEAH I’VE WAITING FOR THIS!

[@TGOS-Official]

Never forget: A Valve and an Aperature can be corroded by Steam.

[@YuelioM]

I loved this thanks!

[@Donkey_Kinsir]

At first i thought the song was quite underwhelming, in comparison to the Todd Howard song, but now, it is one of my most fav songs on youtube tbh.

[@fb5601]

Amazing, can't wait for the part 2

[@happymark1668]

0:14 Dr Coomer made it out of the game

[@l1v-]

lol i turned it on in discord server... and about 9 ppl was singing this beautiful song!

[@Leningradaff]

Without all the characters it's kind of creepy that the whole studio is empty

[@TheAwesomeGN]

how dare it take me so long to hear the 1:16 bit where it steals a little from Portal 2's credit song I mean this is my first time hearing the song without music but still

[@thegladbatch8282]

Thank you so much

[@MrOty]

Ok now this is how it fells to play GMod alone

[@ImFrogwater]

I love at the very end that even irl Gabe is missing

[@kaktus6364]

Me: Is this what you've been waiting for? Say "One, two.." "..and four"! neighbors: WHAT THE HELL IS GOING ON!?!?!?!?!?!

[@PrimalPeashoter]

the three popcorn is just bopping to the beat

[@sirgigiuaswattiuas4213]

I love the way you made it the video but without anyone in it

[@thecolonel6394]

Thank you!

[@Gaming.Gamer.]

The best monday i had this month 😃

[@user-xf5ei2jg8o]

Ну вы, конечно, тянули интригу. Так и не проболтались, что речь шла о Steam OS 3.0

[@alexcatsk]

Yeah! Finally here we go!

[@benjaminplaysgames2881]

0:37 to 0:45 even if I had the tab closed I would still know what it's saying here because the song matches in a way with the lyrics lol

[@omundodevictorcalixtodelim9752]

Thanks!!!

[@theliteralicecreamman]

The Valve's busy working on something, sing it yourself.

[@tingsteph]

Glados: not even there Words: nah we’re gonna keep showing up on the screen anyway

[@epicgaming7813]

Yes! I can finally sing along

[@AlmondChocolateMilk]

Thank you and have fun.

[@flofdev]

YES FINALLY

[@Ironsky2008-ki9nl]

Beutifuly crafted!

[@tonydanatop4912]

Damn im early Also i had no idea i wanted this till now DAMN IT CHALKEATERS 😢

[@_Joshua1004_]

Awesome!

[@alterego5782]

I sing "Thank you and have fun" perfectly! I'm Gabe! Obviously.

[@Scout_from_deep_rock_galactic]

Imagine if the had the tf2 gaming memes. That would be hilarious I also meant in the next video.

[@spakeschannel]

There was Heavy in one of floors, so... Yeah, there's that, at least.

[@corruptedplayer]

there is a tf2 meme hanging framed on the wall, right as we're introduced to cartoon GabeN

[@Scout_from_deep_rock_galactic]

@@corruptedplayer I know. It’s NOPE

[@Scout_from_deep_rock_galactic]

@@spakeschannel I meant them to be spamming scout gaming, spy gaming, pyro gaming, heavy gaming, engineer gaming, sniper gaming, demo gaming, and medic gaming.

[@themilyos]

Oh i was waiting for portal 3 :c

[@erosenthal]

Now Lord GABEN can sing this song in home

[@Rune.]

beautiful

[@halfastudio]

I thought we were getting count to three: 2. Shows how much I don't know valve yet lol This is good tho