Uncle Remus draws upon his tales of Br'er Rabbit to help little Johnny deal with his confusion over his parents' separation as well as his new life on the plantation.

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.

Popeye and Olive are at the rodeo, starring Badlands Bluto. Olive is impressed by Bluto's stunts, many of them designed to make Popeye look bad. Dynamite, the bronco that's never been ridden busts out and Popeye, seeing his chance, downs some spinach and manages an impressive series of tricks, culminating in firing a bullet at Bluto and lassoing it just in time. Bluto's had enough, and he substitutes loco weed for Popeye's spinach, then challenges him to throw the bull. Popeye's fried brain sees the bull as a beautiful woman; he tries to dance with it. The bull throws Popeye against the box where Bluto is now sitting and throws the remaining loco weed into Bluto's open mouth; he sees Olive as a bull and grabs her. He tries to brand her; her cries of help arouse Popeye, who pulls out a fresh can of spinach and goes to work.

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).

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

Disney's animated adaptation of Prokofiev's masterpiece, in which every character is represented musically by a different instrument. Young Peter decides to go hunting for the wolf that's been prowling around the village. Along the way, he is joined by his friends the bird, the duck and the cat. All the fun comes to end, however, when the wolf makes an appearance. Will Peter and his friends live to tell of their adventures?

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

Mr. Prokouk finds a horseshoe and thinks it's a good luck charm. So, he decides to take it with him home and find a suitable place for it. He soon discovers that the horseshoe brings him nothing but bad luck.

In the tradition of Fantasia, Make Mine Music is a glorious collection of musically charged animated shorts featuring such fun-filled favorites as "Peter and the Wolf", narrated by the beloved voice behind Winnie the Pooh. In addition you'll enjoy such classic cartoon hits as "Casey at the Bat," "The Whale Who Wanted to Sing at the Met" and "Johnnie Fedora and Alice Bluebonnet."

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".

At the Polar Bar & Grill in the Klondike, Popeye and Olive Oyl are the sole proprietors. Dangerous Dan McBluto, the owner of a fur farm, walks in and kidnaps Olive.

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.

Bluto is the ringmaster; Popeye is the star attraction. Bluto covets Popeye's assistant Olive. Popeye sticks his head in a lion's mouth, but Bluto has put a steak on Popeye's head. When he gets out of that, he does his high wire act: carrying a piano, and Olive, blindfolded. Bluto sabotages this with a banana peel and tosses Popeye to the monkey cage, while he has his way with Olive - until Popeye eats his spinach.

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.

Popeye, adrift at sea on a raft, eventually comes to an island which, it turns out, is inhabited by cannibals.

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.

Christmas has arrived. As a little girl and her parents enter the room, the little girl finds all kinds of toys under the Christmas Tree. She immediately throws her old doll aside and starts playing with her new dolls. But that night she has a dream. Or maybe it isn't a dream?