

Popeye and Olive are taking a ferry run by Bluto. When they find out the fare, they decide, with Wimpy, to build a bridge. Bluto does what he can to sabotage this plan - until spinach time, of course.
Director: Dave Fleischer
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Popeye the Sailor, accompanied by Olive Oyl and Wimpy, is dispatched to stop the dreaded bandit Abu Hassan and his force of forty thieves.

After wrecking Popeye's ship and stealing away Olive Oyl, hero of Arabic legend Sindbad decides to test him and his ever-resilient new rival's strength in order to prove their supremacy as the "most remarkable, extraordinary fella" of Sindbad's menagerie island.

Popeye, Olive Oyl and more King Features Syndicate comic strip characters are invited on a cruise hosted by Professor Grimsby, a mad scientist who wants to eliminate laughter from the world. When the ship is held hostage on his island lair, it's up to the much more action-inclined Mandrake the Magician, Steve Canyon, and Flash Gordon (among others) to save the funnymakers from their eternal inprisonment.

Over two hours of classic animation! Includes Pantry Panic, Gumbasia, Mysterious Fires, Trolley Ahoy, Trojan Horse, Betty Boop and the Little King, Gabby Goes Fishing, Gopher Spinach, You Can't Shoe a Horsefly, The Wizard of Oz, Pleased to Eat You, Boy Meets Dog, Campus Capers, Hansel & Gretel, Suddenly It's Spring, A Car-Tune Portrait, Ups and' Down Derby.

Popeye's ensemble is rehearsing the opening of the Poet and Peasant Overture (with interpolations of the Popeye theme and "I've Been Working on the Railroad"). Maestro Bluto drops in from next door to conduct and play violin and show Popeye up. Popeye plays horribly until he unlocks the previously unexplored artistic benefits of spinach.
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