Abstract. Vassilevska and Williams (STOC 2009) showed how to count simple paths on k vertices and matchings on k/2 edges in an n-vertex graph in time n k/2+O(1) . In the same year, two different algorithms with the same runtime were given by Koutis and Williams (ICALP 2009), and Björklund et al. (ESA 2009), via n st/2+O(1) -time algorithms for counting t-tuples of pairwise disjoint sets drawn from a given family of s-sized subsets of an n-element universe. Shortly afterwards, Alon and Gutner (TALG 2010) showed that these problems have Ω(n st/2 ) and Ω(n k/2 ) lower bounds when counting by color coding.Here we show that one can do better, namely, we show that the "meet-inthe-middle" exponent st/2 can be beaten and give an algorithm that counts in time n 0.45470382st+O(1) for t a multiple of three. This implies algorithms for counting occurrences of a fixed subgraph on k vertices and pathwidth p k in an n-vertex graph in n 0.45470382k+2p+O(1) time, improving on the three mentioned algorithms for paths and matchings, and circumventing the colorcoding lower bound. We also give improved bounds for counting t-tuples of disjoint s-sets for s = 2, 3, 4.Our algorithms use fast matrix multiplication. We show an argument that this is necessary to go below the meet-in-the-middle barrier.