William Henning

Popeye's nephews are touring a museum of nautical history (only three of them, for some reason). They come to a statue of Sindbad, the world's greatest sailor, and ask Popeye to explain, since *he* is supposed to be the world's greatest sailor. He explains by telling the story of the time he met Sindbad, as seen in part of the earlier short Popeye the Sailor Meets Sindbad the Sailor (1936). Inspired by his tale, the nephews adjust the statue.

Popeye's nephews practice their music, swinging out at the end. He puts them to bed with a perfunctory story; they say their prayers, finishing by blessing "all the nice people that come to see their pictures." But they're not ready to sleep, so they sneak down to their instruments. Popeye confiscates the instruments (even the piano) so he can get some sleep. The tots quickly realize that common objects in their bedroom can be used as musical instruments and they start swinging out on everything in sight. Popeye can't catch them in the act; they are always asleep when he looks in, even through the window or floorboards. He pulls his bed outside the iris-out, but they follow and he runs down the aisle of the theatre.

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.

Popeye and Olive are touring a museum when they accidentally launch a rocketship to Mars. Olive escapes, but Popeye gets to Mars, where he is attacked (by a group led by Bluto) that was preparing to invade Earth. Fortunately, Popeye has a can of spinach handy, so he can save the Earth (turning most of the Martian war apparatus into amusement park rides).

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

While cats and dogs are natural enemies, such is not the case in the house where Herman the mouse lives. They are very good friends indeed, are work together to make Herman's life a hard life. Herman tries to break up their friendship, and divert their attention from guarding the cheese in the refrigerator, and almost succeeds but they make up in time to prevent Herman getting the cheese. They give chase and Herman takes refuge in a jug of wine.

Popeye spanks Swee'pea and sends him to bed without supper. He wrestles with his conscience over this, while Swee'pea packs a bundle and runs away from home. They apparently live in the wilderness, since Swee'pea crosses a rope bridge that collapses, narrowly misses a landslide, and is soon on a narrow mountain path. Popeye finds him and rescues him from a waterfall but his spinach can is empty. Fortunately, this was all a bad dream from Popeye's conscience.

Olive invites Popeye over for a hamburger dinner. His roommate Wimpy hears this and disguises himself as Popeye. Wimpy fast-talks himself into the dinner, but eventually falls victim to spinach.

Popeye and Bluto pick up Olive to celebrate New Year's Eve with them. Popeye brings along her granny out of sympathy.

To get at nurse Olive, Popeye and Bluto fake various illnesses. Olive sees through this and tells them they need to be either very sick or hurt real bad, so they try to get hurt, but both have a sudden run of what would normally be very good luck. Out of desperation, Popeye feeds Bluto the spinach when they start fighting.

At an orphanage, the children are sad because they received used defective toys as gifts. Professor Grampy sees the children while passing by in his sled and has an idea on how to give them a merry Christmas.

Popeye takes Swee'pea to the zoo and spends most of his time rescuing the tot from the various animals.

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.

In the only Betty Boop color cartoon, Cinderella (Betty) goes to the ball thanks to her fairy godmother. Later, only her foot fits the glass slipper.

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.

Koko is recruiting customers for a 50 cent sightseeing tour of the museum. Betty is Koko's only passenger. Betty gets locked inside by accident. The skeletons from the displays come to life and chase Betty, until she is finally rescued by Bimbo.