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 Bluto battle over Olive in an amusement park.

Kit Madden is traveling to Hollywood, where her best-selling novel is to be filmed. Aboard the train, she encounters Marines Rusty and Dink, who don't know she is the author of the famous book, and who don't think much of the ideas it proposes. She and Rusty are greatly attracted, but she doesn't know how to deal with his disdain for the book's author.

A showgirl working for an inventor battles crooks, who want to steal his ideas.

Two barge skippers fall in love with the same woman.

Abigail Chandler has written her stuffy Boston relatives that she's a successful opera singer in New York. In reality, she works at a burlesque house and is billed as High-C Susie. When her sister Martha comes for a visit, Abigail tries to hide the truth from her.

Balkan Prince Henry has two wishes, to meet Lauren Bacall and see the "real" America. He befriends cabbie Buzz Williams and, without knowing the microphone is live, the two stage a debate on democracy versus monarchy broadcast back to the Prince's homeland. A plebiscite there puts Henry out of a job. Flying to Milwaukee to become a beer salesman, he meets Bacall on the seat next to his, but a tap on his shoulder means he must give up his seat (and dream) to Bogie.

An orphan girl melts the hearts of three crusty old men.

Two ghosts, who were mistakenly branded as traitors during the Revolutionary War, return to 20th century New England to retrieve a letter from George Washington which would prove their innocence.

Shy milkman Burleigh Sullivan accidentally knocks out drunken Speed McFarlane, a champion boxer who was flirting with Burleigh's sister. The newspapers get hold of the story and photographers even catch Burleigh knock out Speed again. Speed's crooked manager decides to turn Burleigh into a fighter. Burleigh doesn't realize that all of his opponents have been asked to take a dive. Thinking he really is a great fighter, Burleigh develops a swelled head which puts a crimp in his relationship with pretty nightclub singer Polly Pringle. He may finally get his comeuppance when he challenges Speed for the title.

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

On a train trip out west to become a mail-order bride, Susan Bradley meets a cheery crew of young women traveling out to open a "Harvey House" restaurant at a remote whistle-stop.

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.

Celestine, the chamber-maid, has a new job in the country, at the Lanlaires. She has decided to use her beauty to seduce a wealthy man, but Mr. Lanlaire is not a right choice: the house is firmly controlled by Madame Lanlaire, helped by the strange valet Joseph. Then she tries the neighbour, former officer Mauger. This seems to work. But soon the son of the Lanlaires comes back. He is young, attractive and does not share his mother's antirepublican opinions. So Celestine's beauty attracts Captain Mauger, young Georges Lanlaire, and Joseph. Three men, from three different social classes, with three different conceptions of life. Will Celestine be able to convince Georges of her sincerity?

A bookish husband tries to win back the affections of his horse-breeding wife.

A struggling young singer falls for a nightclub owner whose father, a millionaire, is trying to shut it down.

The Bowery Boys--Slip, Sach, Bobby, Whitey & Chuck--start their own exterminating service, and get a job which takes them to a spooky old abandoned mansion in the middle of the night. Meeting up with pal Gabe and his new French bride, the boys are tormented by mad scientists who try to convince them the place is haunted and then kidnap Sach in order to place his brain inside a gorilla.

Country girl Jane Budden goes to the big city, determined to find and marry a wealthy man. Instead, she meets and marries Herman Maxim, a struggling inventor.

In San Francisco's Chinatown, Charlie helps two different people search for their missing relatives and uncovers a murder for insurance scheme.

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.

While on a ship to Skagway, Alaska, Duke and Chester find a map to a secret gold mine, which had been 'stolen' by thugs. In Alaska to recover her father's map, Sal Van Hoyden falls in with Ace Larson, who secretly wants to steal the gold mine for himself. Duke, Chester, the thugs, Ace and his henchman chase each other all over the countryside—for the map.

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