In live action, a big kid is attacking a little kid for his "Adventures of Popeye" comic book, so Popeye gives the little kid pointers, in the form of clips from four of his earlier pictures.

Popeye and Olive open a diner, singing the title song. Alas, their first two customers are Wimpy (who actually gets them to fall for the "gladly pay you Tuesday" schtick) and Bluto, who orders 6 sandwiches and refuses to pay for them. This leads, of course, to a fight, which Popeye needs his spinach to win.

Join Donald Duck in his debut in the classic animated short The Wise Little Hen. The Little Hen is planting corn and would like to have help from Peter Pig and Donald Duck, but they refuse stating they each have a "tummy ache." When it comes time to harvest the corn, Peter Pig and Donald still refuse to help the Hen, so she and her chicks do the harvest by themselves. Finally, the hen cooks the corn and offers some to Donald and Peter Pig, but when they look more carefully they discover a surprise.

Popeye and Bluto run adjoining (and competing) fire companies. When Olive's huge house catches fire, they are soon more interested in fighting each other than the fire. When Bluto goes to the roof to rescue Olive, the fire strands him there. Popeye eats his spinach and rescues them, but it's too late for the house.

A wicked giant attempts to steal all of the instruments from a small town.

Popeye comes to ask Olive out, but finds she's gone off with the title character. Popeye goes to the circus (ringmaster Wimpy) looking for her, to find she's part of the act; an aerial battle ensues.

As in the classic fable, the grasshopper plays his fiddle and lives for the moment, while the industrious ants squirrel away massive amounts of food for the winter. With his song, he's able to convince at least one small ant until the queen arrives and scares him back to work. The queen warns the grasshopper of the trouble he'll be in, come winter. Winter comes, and the grasshopper, near starvation, stumbles across the ants, who are having a full-on feast in their snug little tree. They take him in and warm him up. The queen tells him only those who work can eat so he must play for them. Written by Jon Reeves

The goddess is greeted by dancing flowers and fairies. The devil comes and takes her away to be his queen. She's despondent, as winter settles in above ground. But the devil isn't happy either, and offers anything to make her happy. They reach an agreement: she'll spend six months above ground and six below. Thus we have seasons.

Popeye and Olive compete as partners in a dance contest. Naturally, Bluto butts in.

The Big Bad Wolf torments Little Red Riding Hood and the Three Little Pigs.

Olive runs some kind of boarding school. She serves her charges a huge bowl of spinach, but they are less than enthusiastic about it. Popeye comes by and demonstrates the values of spinach: he feeds some to a tree, which grows huge and sprouts a variety of fruit; he feeds a hen, which lays a dozen eggs, and he eats some himself to resist a prizefighter passing by.

While at the park, a group of birds engage in a swimming contest. Another cartoon by Warner Brothers promoting a song from its movie "Gold Diggers of 1933".

Popeye sees Olive going into the Bruiser Boys Club, where she works in the hospital ward. Their motto, "Can you take it?", is a clear challenge to Popeye. President Bluto puts Popeye through the tests, and while he fares better than most, he still ends up in the hospital ward, until he eats his spinach and goes after the members.

A traffic cop tries to make time with Betty; she speeds to get away, is arrested, and undergoes a musical trial.

A reporter interviews Max Fleischer about his creation, and Betty illustrates with excerpts from three prior cartoons.

Betty takes a trip to the beach and needs the assistance of a big, hunky lifeguard when she rides her rubber horsy out too far!

Popeye and Bluto each wants to save Olive as she sleepwalks onto a construction site. But most of their efforts go into preventing each other from being the hero.

The princess is to wed the Prince against her wishes. When she refuses, the king locks her in the tower. Minstrel Mickey sees her and rescues her, making a rope from the clothes of lady-in-waiting Clarabell. The king spots them and prepares to chop off Mickey's head until Minnie intercedes. The king calls for a joust. Mickey wins and they live happily ever after.

Popeye and Olive, adrift on a raft, land on what apparently is Africa, and are immediately battling elephants and gorillas (also a moose!). Popeye eventually battles an entire menagerie at once - after first gulping down a can of spinach, of course.

After the last human has left the department store, the toys proceed to the music department where they start performing the Warren/Dubin song "We're in the money". The money soon joins for a chorus, as well as display dolls in the wardrobe department.

The two pigs building houses of hay and sticks scoff at their brother, building the brick house. But when the wolf comes around and blows their houses down (after trickery like dressing as a foundling sheep fails), they run to their brother's house. And throughout, they sing the classic song, "Who's Afraid of the Big Bad Wolf?".

Popeye skates over to Olive's house to give her a Christmas present: ice skates of her own. While he's teaching her, Bluto skates up and gets fresh; of course, Popeye fights him. When Olive rejects Bluto again, he sends her careening on an ice floe towards a waterfall.

Popeye and Bluto fight for the love of Olive Oyl in their debut short, featuring Betty Boop.

Blackout gags and music, including the title song originated in the movie musical Gold Diggers of 1933. Hollywood figures caricatured include Tallulah Bankhead, Joan Blondell, James Cagney, Bing Crosby, Guy Kibbee, Zasu Pitts, Mae West, Bert Wheeler and Bob Woolsey, Ed Wynn, George Bernard Shaw, Mussolini, Ben Bernie, The Boswell Sisters and Greta Garbo, who does the "Dat's all, folks!".