Popeye induces Bluto to join the Army. Bluto is a bit reluctant at first, but the might of Popeye's fists convinces Bluto that Uncle Sam needs fighting men.

To finally defeat Popeye, Bluto sets out to destroy the spinach crop.

Popeye and Olive prepare to make a movie while his nephews watch. The movie is a significant portion of Popeye the Sailor Meets Ali Baba's Forty Thieves, which makes up over 80% of this release (beginning with Popeye, Olive, and Wimpy suffering in the desert), and despite admonitions, the nephews get involved a couple times, most notably tossing Popeye his can of spinach.

Policeman Wimpy loses his handcuffed prisoner when he's distracted by a hamburger shop. The escapee drops into the weapon-filled pawnshop Popeye and Olive are running, and quickly gets in a fight with Popeye.

A Mardi Gras celebration, looking pretty much like any carnival. Bluto is a strongman, claiming to be King of the Mardi Gras, and drawing a large crowd. Popeye, nearby, claims only, "I yam what I yam," and has no crowd, but still draws Bluto's wrath.

Popeye and Olive are attending a football game; Bluto's team takes the field, and Olive is swept off her feet, becoming a cheerleader for him. Popeye signs up and becomes quarterback of the opposing team, which is skinny and pathetic looking, compared to Bluto's team of huge bruisers. Things go badly, of course, until Popeye eats his spinach and becomes a whole football team himself, winning both the game and Olive.

Popeye the Sailor, accompanied by Olive Oyl and Wimpy, is dispatched to stop the dreaded bandit Abu Hassan and his force of forty thieves.

Popeye's failures in the kitchen send him on a quest for a wife. He visits the "matrimonial agency" and picks Olive at the same time Bluto picks her. Of course, the boys settle their problem with their fists. Soon, Bluto and Olive are visiting Justice of the Peace Wimpy, with Popeye temporarily detained.

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.

'Popito' and 'Olivita' are a dance team, performing at Wimpy's Cafe. Bluto is jealous, and heckles and otherwise disrupts the act.

Popeye, Olive and Bluto head out to find Popeye's long lost Pappy.

In Judge Wimpy's courtroom, Bluto accuses Popeye of assault and battery; he claims to have been attacked by him on several occasions, without provocation. Popeye then tells his side.