"Count to Three" is a swing-style comedy song and music video by the Russian musical group The Chalkeaters. Released on March 29, 2021, the song parodies the video game developer Valve and the long-running internet meme regarding the company's perceived inability to release a third installment in its major franchises, such as Half-Life, Portal, and Left 4 Dead.[1]
The song achieved significant media attention for featuring a cameo by Valve co-founder Gabe Newell and a guest performance by Ellen McLain, the original voice actress for the character GLaDOS.[2]
Composition and production
The song was developed as a satirical tribute to Valve's history following the release of Half-Life: Alyx. The lyrics explore the frustration of the fanbase over the "narrative limbo" of the series and Valve's shift in focus toward the Steam platform.[3]
It features a primary vocal performance by the London-based musician and animator The Stupendium, who provides the voice for a caricature of Gabe Newell. The music video utilizes a combination of 2D animation and live-action footage, including a brief appearance by the real Gabe Newell recording his own lines.[2]
Gabe Newell and Ellen McLain cameo
In a rare public appearance for a fan project, Gabe Newell recorded a cameo for the music video. In the video, Newell appears to sing lines that mock his own company's release history, jokingly admitting that he has not learned how to count to three and that "after two goes four."[1]
Ellen McLain reprises her role as GLaDOS, providing a sarcastic bridge in the song that mocks the players and references the events of the Portal series. The Chalkeaters confirmed that McLain and Newell recorded their parts specifically for this project.[2]
Themes and references
The song contains numerous references to Valve's history and internal projects:
"Artifact": The lyrics mock the failure of Valve's digital card game, Artifact.
"Hardware": References are made to the Steam Machines and the dominance of the Steam platform over traditional game development.
"Expectation": The song addresses Newell's real-world statements regarding the "burden of expectation" that has prevented the release of Half-Life 3.[3]
Legacy
The song has remained a prominent part of Valve fan culture. In 2025, Valve PR representative Kaci Aitchison Boyle referenced the meme and the Chalkeaters' video during the "Steam Third-Person Shooter Fest" trailer, jokingly apologizing for the company's inability to count to three.[4]
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