Despite the title, the vehicles here are airplanes, not balloons. Bluto and Popeye are racing around the world; Bluto's got a sort of rocket plane, and Popeye's got a sad old prop model that has to be hand-started. He gets off to a bad start, as Bluto spins the prop, getting Popeye tangled up in it. This knocks him out; Olive puts him into his plane and gives him a push, and Popeye wakes up in the nick of time. Bluto stops off at the Eiffel Tower to woo a maiden; Popeye, with help from a lightning bolt, passes him. Bluto catches up again, and removes Popeye's engine. The plane crashes into the ocean, but fortunately, there's a case of spinach and a giant magnet nearby, so Popeye rebuilds the plane, using spinach cans to replace the missing pistons, and wins the race, as his spinach exhaust fries Bluto's plane.

Casper struggles to find friends who won't run away scared when they meet him.

Popeye and Bluto agree that women are too much trouble, so they agree to swear off them, which lasts about five seconds, until Olive comes on board ship for a tour. The boys vie for her attention.

A toyshop owner tells a little girl the story behind the two dolls she's fallen in love with.

Popeye, feeling sorry for the puppies in the window of Olive Oyl's pet shop, buys all the animals (mostly dogs) and sets them free. A parrot declines to go, singing the title song to explain why it likes it just fine in the shop. Meanwhile, the freed dogs are not faring well.

Olive invites Popeye over for a hamburger dinner. His roommate Wimpy hears this and disguises himself as Popeye in order to be who enjoys the feast.

When Olive Oyl's house burns down, firefighters Popeye and Wimpy decide to build her a new house.

Baseball: Bluto's Bears vs. Popeye's Pirates, and both Bluto and Popeye have girlfriends cheering them on.

'Popito' and 'Olivita' are a dance team, performing at Wimpy's Cafe. Bluto is jealous, and heckles and otherwise disrupts the act.

Popeye and Olive are grooving to the sounds of Wimpy the organ grinder, but their neighbor Bluto wants him to move on. Popeye and Bluto settle their disagreement in their usual fashion.

Popeye, an employee at Useless Machine Works, is on his lunch break when Olive stops by and Swee'Pea crawls into the factory. He narrowly misses several horrible fates while Popeye tries to save him and gets into much worse trouble.

Popeye is sitting outside Olive's lunchroom at the airport, distraught. She's closed the business to fly away with an aviator (Bluto, of course). But it's hardly what she expected; he has her painting his plane, while it's flying; when she says she's rather go back to Popeye, he tries to throw her off the plane. Popeye sees this, and takes off in a plane, just in time to help her out. The boys get into a dogfight, and Bluto manages to demolish Popeye's plane.

Swee'pea is crying, so Olive calls on Popeye to cheer the baby up. Popeye and Bluto compete by doing various silly antics.

Popeye gives Olive a parrot that he's trained. Bluto sets the bird free and then tries to kill it.

To get at nurse Olive, Popeye and Bluto fake various illnesses. Olive sees through this and tells them they need to be either very sick or hurt real bad, so they try to get hurt, but both have a sudden run of what would normally be very good luck. Out of desperation, Popeye feeds Bluto the spinach when they start fighting.

Swee-Pea is reluctant to eat his spinach, so Popeye tells him about the football game when he was young (against Bluto, with Olive cheering and Wimpy keeping score) and also reluctant to eat his spinach.

Jack and Jill Rabbit get hitched in this classic Fleischer Studios cartoon (made a year before Bugs Bunny hit the scene).

Popeye takes Olive mountain climbing. Bluto sets various traps for them along the way.

A Paramount Noveltoon (production number P14-6) which finds Waxey the Weasel invading a chicken-coop where a chicken named Wishbone has just been hatched. Waxey the Weasel takes off after Wishbone but the chick manages to outwit the weasel. Wishbone pleads that he is innocent and helpless as he leads Waxey into the clutches of a sinister, weasel-hating guard dog.

A cannibal wreaks havoc in Cincinnati.