While on shore leave, Popeye takes Olive Oyl to a carnival, where he is challenged by Bluto in various games. Later, while Popeye is dancing on stage with Betty Boop, Bluto seizes the opportunity to kidnap Olive, forcing Popeye to come to her rescue.
| Name | Type | Role | |
|---|---|---|---|
| William Costello | Guest Star | ||
| Dave Fleischer | Director |