Bluto, the daring hot air balloon rider, catches the eye of Olive at a carnival, much to Popeye's chagrin. Bluto manages to make Popeye look bad several times, eventually winning a ring at the ball toss and taking her up in his balloon. Of course, he tries to get fresh with her, and Popeye comes to the rescue with the help of some fireworks. The hot air balloon gets a bit too hot, putting Olive in even more danger.

In this triangle drama a country chicken chooses between a country rooster and a city rooster.

While reading his favorite comic book, Daffy accidentally knocks himself unconscious and dreams he's Duck Twacy, famous detective, trying to solve the case of the missing piggy banks. Taking a streetcar (conducted by Porky Pig, in a non-speaking cameo role) to the gangsters' hideout, he meets up with such grotesque criminals as Pickle Puss, Eighty-Eight Teeth and Neon Noodle.

Popeye and Olive enter the city of Badgag and spot Bluto doing magic tricks. He hypnotizes Olive like a snake charmer. Bluto introduces himself as the Great Bourgeois and gives Olive a fancy dress, turns Popeye into a donkey, and sits on a bed of nails. Popeye pounces on the bed and turns it into springs. The boys next compete in snake charming; Popeye blows a hornpipe on his pipe. Bluto next turns Popeye into a parrot. Bluto then locks Olive in a basket and does the sword trick; Olive escapes and gives parrot Popeye his spinach, which revives him. Bluto escapes with the rope trick and a flying carpet, but Popeye uses his pipe like a rocket to get aloft. Another battle, with Popeye using Bluto's own magic to turn Bluto into a canary. Popeye and Olive fly the carpet home, past the Statue of Liberty.

Olive runs a service station. The admiral pulls in and asks Olive to put some air in his tire, as he heads off to a cigar store. Meanwhile, the boys stop by on a 24-hour leave, and start to be "helpful" - which of course means that the tire, then the entire car, are in serious trouble. Not that Popeye doesn't do some amazing things to save the car; he carries it, atop a hoist, to the top of a very tall building under construction, then outruns it as it falls, and catches it, unscathed; the car is demolished, however, when Bluto snatches the hoist away and lets the car fall the remaining couple of meters onto Popeye. Spinach time: He manages to rebuild the car, apparently good as new, in the time it takes the admiral to walk back from the cigar store, so Bluto shoves him away to take credit. But the car falls to pieces when it's started, and the admiral puts Bluto on rust-scraping duty as Popeye and Olive float by in a rowboat.

When Bugs Bunny attempts to perform Liszt's Second Hungarian Rhapsody, he is troubled by a mouse.

Olive has a map to a sunken treasure, but Bluto stowed away and is determined to beat Popeye to it.

Screwy Squirrel becomes the playmate of Lenny, a lonesome, dopey, but strong dog, in this broad parody of John Steinbeck's "Of Mice and Men".

Olive is building a house when the boys happen by. They show off a bit to convince her to let them build her house for her. She decides to split the job in half by splitting the blueprints in half and having each build one side of the house. Of course, "cooperation" isn't in their vocabulary. Bluto does an extremely sloppy job on his half, and also takes every opportunity to either sabotage Popeye or trick him into doing more work. Meanwhile, Popeye's making enough of his own mistakes, many of which seem to involve wedging Olive into small bent pipes. Eventually, Popeye has his spinach and finishes the house, but the house collapses as they are celebrating with a kiss.

A basketball game of Goofs (P.U. vs. U.U.) in which the players play furiously, often breaking the rules of the game. All of the players are named after Disney artists.

By accident, Cedric (Goofy), replaces his master, Sir Loinsteak, in the armor just before the joust with champion Sir Cumference.

The truant officer is after Screwy Squirrel for not going to school.

Casper struggles to find friends who won't run away scared when they meet him.

Tom is golfing, but having no success. Jerry insures that remains the case.

The big bad wolf starts out chasing Little Red Riding Hood but switches to Cinderella after seeing the film's title, and ends up being chased in turn by her fairy godmother.

Bluto and Popeye are vacationing on a men's only island, when Olive happens by on a shipwreck raft. They both pretend to ignore her, but woo her behind each other's back.

Olive Oyl, a regular Rosie the Riveter, receives a blow to the head from a swinging grappling hook, sending her into a sleepwalking state. Popeye and Bluto, two rival factory workers, fight each other for privilege of saving her life.

The boys see lovely nurse Olive pass by and follow her to her hospital. She throws them out, so they scheme to hurt themselves enough to get hospitalized, with no luck. Bluto gets a wall to fall on him, but stands in the window. Popeye tries to get run over by a steam-roller, but a street cleaner saves him. Bluto dives off a skyscraper - into a huge pile of mattresses. Popeye stands in a naval gunnery range, but the gunners miss the target. Bluto taunts a bull, but stands next to a billboard of an attractive cow, which distracts the bull. Popeye crashes a plane, but the ambulance crew rescues the plane. The boys compete to get run over by a train, but punch each other off the tracks just as the train arrives. Finally, Popeye forces a can of spinach down Bluto's throat and gets a pounding. That lands him in the hospital but not Olive's; they failed to notice the sign: "Cat and Dog Hospital." They start fighting like cats and dogs, and get hauled off to the looney bin.

Actually, Popeye and Bluto are already there. They visit a nightclub, where the featured singer/dancer is, of course, Olive Oyl.

Popeye and Bluto pass by Olive's blacksmith shop and are smitten. Olive needs help, and of course both of the boys offer, and demonstrate their prowess at blacksmithing.

Popeye donates blood, then dashes off to a boxing match with Bluto. He loses. Olive, who heard this on the radio, rejects him as no longer strong enough for her, and is preparing to join the army (where Bluto apparently is). Popeye stops her at the door, and insists on showing her sequences from two earlier two-reelers to prove his strength, but she's unimpressed. Fortunately, this was all a dream; he awakens in the blood bank, and dashes over to see Olive, who reaffirms her love.

Bluto disguises himself as Superman in order to impress the comic book hero's biggest fan, Olive Oyl. A jealous Popeye becomes a real superhero by eating his spinach.

A crazy squirrel provokes a dog into trying to catch him throughout the picture.

Bluto builds a Popeye puppet and manipulates it to treat Olive rudely. Then he comes in and takes Olive away. When Popeye discovers the ruse, knocks Bluto out and ties puppet strings to him.