Here's what rhymes with countenance.

Consider these alternatives

scowl / owl cowed / out unafraid / made loath / both relent / went sanctimonious / erroneous acquiesce / less accede / need pensive / extensive condone / known visage / visit demure / full renounce / towns budge / but dignified / side contemplate / late eventuate / accentuate preclude / food imperious / serious nonchalance / response betray / they refuse / whose forsake / sake disdainful / painful desiring / inquiring overawed / thought impassive / passive