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- A Paramount Modern Madcap animated short. Sir Blur, a myopic knight, goes out to slay a dragon who's picnicking with his grandson Sparky.
- Popeye and Olive are taking in a variety show. Popeye enjoys the juggling seal very much, but he's followed by magician/hypnotist Bluto. Bluto spots Olive in her luxury box and immediately makes plans. First, he humiliates Popeye with a series of magic tricks. Next, he hypnotizes Olive, but while she's walking toward Bluto in a trance, Popeye points her the other way and goes after Bluto himself. Meanwhile, Olive has walked out the stage door and onto a construction site, and the boys race to save her. Popeye's efforts are hampered by Bluto's magic, like the instant brick wall he builds. Bluto awakens her, and she attacks him and then panics. Popeye throws her a hook to save her; it does, but it crashes through a window, bringing a piano out with it. The piano crashes on the building, and Olive is catapulted by the strings to a distant platform. Another race to save her. As Popeye is trapped in a plummeting elevator, he breaks out the spinach. Finally, Bluto is given to the seal as a plaything.
- Little Lulu, torn between playing hookey and going fishing, or going to school, chooses to go fishing...where she encounters the Fish from Cartoon Hades.
- Hard Hat trains Fall Guy how to build a bridge, but keeps getting distracted by a flower with a mind of its own.
- A Paramount Swifty & Shorty animated short. Shorty is shopping for a suit. Unfortunate for Shorty, Swifty is the salesman.
- A Paramount Noveltoon animated short. Tinker, young boy, discovers a miracle cure for baldness. He brings his invention to Humbug Balderdash and Poppycock Patent Attorneys.
- Stars love-struck Punchy and Judy in their first Puppetoon. Down-on-his-luck Punchy obtains a magical straw hat from a plucky talking horse to win over Judy and in the process transforms into Aladdin and Superman © Arnold Leibovit
- Popeye and Bluto are, believe it or not, pals and partners in a moving company. (Maybe it's because Popeye isn't squinting here.) Anyhow, Olive has made the mistake of hiring them. She hasn't finished packing yet, so the boys, smitten as soon as she answers the door, compete to help her. Once packed, they compete to move more impressive piles of her belongings. Popeye easily wins these contests, even though Bluto locks him in the van at one point. At the end, Bluto socks Popeye into the piano, then into a table; though he hardly seems to need it, Popeye still eats his spinach, then thrashes Bluto.
- Casper the Friendly Ghost, sad that he can make no friends since everyone he meets is afraid of him, hatches an abandoned egg and becomes the emerging little duck's best friend and protector.
- In a shipyard, Popeye and Bluto compete in each building a ship for a potential exclusive military contract.
- Olive's ranch needs a helper, and the boys just happen to be passing by. Bluto's convinced he's better, but Popeye wins at all of Olive's tests: riding a bronco and branding. As Popeye wins the job, Bluto starts a stampede and a fire simultaneously. With some spinach help, Popeye gets Bluto out of the way, douses the fire, and saves Olive from the stampede.
- Popeye is doing a great job of sinking Japanese ships (complete with toilet-flush sound effect). A carrier pigeon brings him notice that he's been granted a month furlough, which he plans to spend with Olive and his nephews. However, on arrival, he's run over by Olive, who immediately leaves him alone with his nephews, who are practicing home defense. Popeye falls for their booby-trapped hammock and also barely survives the demonstrations of their other skills, notably camouflage. He ends up in a beehive; the displaced bees take up residence in a gas mask, which a nephew slaps on Popeye; the bees then manage to fly Popeye all through the house and then drop him on the ground, where his nephews bandage him all too thoroughly. That's enough for Popeye, who heads back to the front. The pigeon tries to deliver notice of an extra two weeks furlough, but Popeye will have none of it.
- Blackie the black lamb is chased by a wolf trying to shear Blackie's wool for a winter coat.
- Dogface has to compete with a kitten for his owner's attention when the owner lets one in left out in the snow.
- Lulu's father, wishing to relive his days as a boy scout and to help Lulu get into the girl scouts, takes his daughter on a camping trip.
- A wealthy eccentric owns a talking mongrel dog, and the dog, deciding to upgrade his pedigree, decides he is a born watch-dog. The owner puts on a mask with the intention of breaking into his own house and testing the dog's abilities. But, before he breaks in, a real burglar does so, and has taken over the house and the self-proclaimed self-made protector.
- A Paramount Noveltoon animated short. Mini Cha Cha's mother wants her daughter married. A rich oil tycoon chief is looking for a wife. Enter Mini Cha Cha.
- A Paramount Noveltoon animated short. Laddy in his second film wants a tiger rug and asks Ali Presto his genie for help in creating a jungle with a live tiger and Laddy as the mighty hunter.
- A Paramount Comic Kings animated short. Sgt. Snorkle leaves Beetle Bailey and gang to care for his new tree from China with predictable consequences.
- A Paramount Modern Madcap animated short. The king's daughter being not too attractive is searching for a husband. Enter the myopic Sir Blur.
- Popeye and Olive are riding a camel in Arabia. They stop to fill the camel with water and freshen up a bit; Olive muses aloud that she'd like to kiss a sheik. A sheik, looking a lot like Bluto, happens to overhear this and sets up a kissing booth. He carries her away to his luxurious tent. Popeye finally finishes up and notices Olive is gone; he chases after her, but his camel suffers a blowout. Meanwhile, the sheik has been wooing Olive. Popeye arrives, and after briefly sharing the hookah with the sheik, tries to leave with Olive. The sheik will have none of it; he wraps Popeye like a mummy and fires him with a cannon into the sphinx. Fortuitously, there's a can of spinach inside, and Popeye saves the day.
- Abner the baseball tells us how he came to be in the Baseball Hall Of Fame.
- Popeye and Bluto battle over Olive in an amusement park/carnival. First, Bluto breaks a couple of strength-testing devices, but Popeye still manages to one-better him. Then, Popeye and Olive go in the Tunnel of Love. Popeye and Bluto trade places in the boat and swimming behind, but eventually the two of them end up in the boat with Olive behind. Bluto makes off with her to the photographer's booth, but when Olive refuses to spice up the pose, he gets violent. He drives the prop car onto the rollercoaster track, with Popeye in pursuit. The boys battle it out, while Olive is being dragged, eventually snaring three elephants from a tent.
- A Paramount Swifty and Shorty animated short. Swifty works for the High Pressure Insurance Company and tries to pressure Shorty into buying accident insurance.
- 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 are on leave in the South Seas when Princess Alona (Olive) comes surfing by in her Sarong, a bird perched on her knee. The boys are smitten and chase after her. The bird warns the boys that any harm to the princess will result in death from the local volcano.
- Popeye is climbing the Alps, and Olive is being hauled up behind him on a rope, taking pictures. Mountain guide Bluto spots them through binoculars, and goes crazy over Olive. He immediately intercepts them and tries to convince them they need a professional guide. Popeye resists, so Bluto uses a number of tricks: cutting the rope, burning a bridge they are crossing, using a magnet to break Popeye's climbing pick. Olive finally has had enough, and goes off with Bluto, who promptly gets her alone in a dark cave. Her screams bring Popeye, whose battle with Bluto carves a Mount Rushmore replica in a mountain-top. Bluto knocks Popeye into a snowbank, where a Saint Bernard dog revives him with spinach (after consulting a handy Popeye comic book). Popeye bashes Bluto into a mountain, forming a Paramount logo.
- Lonesome Honey Halfwitch draws a friend and bewitches the paper so that her drawing comes to life.
- Little Lulu and Tubby take the bratty Alvin to the beach with them, but they soon lose track of him when he steals some helium balloons and flies into the air.
- It's the middle ages (sort of); Popeye is working in Bluto's Beanery. Bluto is going to the ball where Princess Olive will choose her mate. Popeye's fairy godpappy appears and it's a reverse Cinderella story, with a car created from a can of spinach.
- A Paramount Modern Madcap animated short. J. Pinchpenny Grump funds an expedition for Dr. Drizzle and Professor Fog to search for and capture the elusive Abominable Snowman in Tibet for the museum.
- Buzzy the Crow is about to be eaten by a cat but the cat has hiccoughs. Buzzy, of course, has a few home remedies he graciously shares with the cat but none of them cures the cat's problems. In fact, all of them add to the problem. So much so, that all nine lives of the cat goes to heaven...one life at a time.
- Bluto is accusing Popeye in judge Wimpy's courtroom. Bluto tells a sad tale of how Popeye attacked him without provocation, but Popeye tells his side, in detail (in other words, a large chunk of A Balmy Swami (1949)).
- When Little Audrey wishes for the rain to go away and causes a devastating drought, she must appeal to the Rainmaker to make him relent.
- Popeye calls on Olive and gets stuck baby-sitting Swee'Pea. While Popeye is preparing food (spinach, of course) for Swee'Pea, the tyke crawls outside after his ball and gets in a variety of dangerous situations that Popeye rescues him from in the nick of time (mostly animals in the zoo).
- Popeye and Bluto fight over taking Olive out; she decides they'll all stay home together. While looking over a family album, Popeye tells the story of a day-long fight he and Bluto had as infants.
- Honey Halfwitch conjures a cauldron full of monsters while Cousin Maggie is away.
- Lulu goes to a department store to exchange her doll for something else. While looking for a new item Lulu manages to terrorize the section manager, ski down the escalators, and cause a Noahic flood in the store.
- Having to walk Olive's dainty French Poodle, Frenchy, both human and dog are bullied by Bluto and his vicious bulldog.
- At the zoo, the animals have all gone to play baseball. Animals fill the stands as they watch the antics that can only come about from exotic animals who play baseball.
- Hoping to break up the love between Thor and Jane Foster, Odin heeds advice from Loki. Loki uses this opportunity to pit the Enchantress, the Executioner, and two powerful giants against Thor.
- A Paramount Noveltoon animated short. Skit (mouse) gets a telegram from his Texas grandfather announcing that he will come and visit, but throughout the visit, Skat the Cat desperately tries to catch up and get Skit but his attempts are constantly foiled due to the grandpa's bravery.
- Popeye and Olive are having a day at the beach; the lifeguard (not drawn as Bluto, though he sounds and acts like him) sees Olive and puts the moves on.
- Lulu is angry when she sees her boyfriend Fatso out with another girl. To make it up to Lulu, Fatso promises to marry Lulu when they grow up. However, while carving a love message into a tall tree, Fatso falls out of it and onto a small sapling. He passes out, and dreams of a hellish married life with Lulu, her dog, and a large family of Lulu look-alike daughters.
- Popeye and Bluto both show up to take Olive to the beach. Olive agrees, but only on the condition they promise to stop fighting, but Bluto had his fingers crossed and manages to do all his fighting behind Olive's back until Popeye feeds Bluto spinach and gets in front of Bluto's uncontrolled arms.
- Beetle Bailey, Private who'd rather drop and nap than drop and do 20, is wise-cracking joker of most famous Army camp, Camp Swampy.
- Katnip is trying to catch a really big fish, but is having no success. All set, Katnip baits his line with a worm. A little fish swims up and promply cuts the worm off for his meal. Katnip inspects his line and decides to change to wire fishing line. All set, he casts out. What a shock when an electric eel decides to bite. The "Angler's Guide" advises: "Bass or snapper, trout or snook, go for crow bait on a hook!" Katnip tries to catch Buzzy for bait. Near the end of the cartoon, Katnip runs afoul of the bulldog who guards the pier where he has been fishing. The dog picks up a harpoon and begins chasing Katnip around a tree and stabbing him in the backside with the harpoon ad nauseam. They have been running around the same tree for so long that, by the cartoon's end, they have literally worn a trench around the tree. Meanwhile, Buzzy is safely reclining in his bird's nest high atop the same tree- sipping on a cocktail and looking down at the melee. "My, my - now ain't that disgustin'," he says in his Amos and Andy-type dialect.
- From Press Kit: Katnip's serenading of a girl cat is interrupted by a tough cat that runs him off and takes over.The love-lorn Katnip is determined to best the muscle-bound cat and enlists the aid of Herman. Herman, with bad-intentions, puts Katnip through a muscle-building course which consists of weight-lifting, bar-chinning and equipment rigged with high explosives.