The story of a town where everything is topsy-turvy.

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.

This cartoon concerns the efforts of a kitten, Gabriel, and a mouse, Peter, who apparently live in peaceful coexistence in the home of Parson Peaseporridge, to get the Parson to wake up at night and feed them their milk and cheese, respectively. The Parson repeatedly rises up, in a fit of sleepwalking, and reaches the cupboard, while muttering the need to feed the "churchkitten" and "churchmouse," but then proceeds to drink the milk and eat the cheese himself. Eventually, the kitten and mouse enlist the aid of a neighboring puppy named Trumpet to achieve their goal.

Popeye and Bluto battle over Olive in an amusement park.

Popeye's bungling attempts to fix Olive's faucet lead to an escalating series of disasters that culminate in flooding all of New York City.

On their way to Night School, Casper the Friendly Ghost and his pal, Spooky Ghost, pass a zoo, and Spooky has a good time scaring the animals until Casper, posing as the ghost of the scared denizens of the zoo, scares Spooky.

About a rich dog and his poor servant.

Popeye and Olive are at a bullfight selling snacks. When toreador Bluto throws the bull, Olive falls for him.

Rudy Vallee cures patients at Dr. Vallee's Musical Hospital by means of music.

Popeye is Robin Hood; he's got a sidekick, Little John. Bluto is the tax collector, and Olive is the owner/barmaid at the local pub. Bluto comes to the pub to collect taxes and falls for Olive.

Popeye and Olive prepare to make a movie while his nephews watch. The movie is a significant portion of Popeye the Sailor Meets Ali Baba's Forty Thieves, which makes up over 80% of this release (beginning with Popeye, Olive, and Wimpy suffering in the desert), and despite admonitions, the nephews get involved a couple times, most notably tossing Popeye his can of spinach.

Popeye's traveling department store comes to hillbilly country. He gets upset as Bluto, mistaking a radiator for an accordion, cuckoo clocks for a shooting gallery, and a girdle for a hammock, does violence to his store. But Olive arrives, looking for a makeover, and that distracts Popeye a while. Bluto sees the "new" Olive and gets jealous, and the feud is on.

A comical survey of the various denizens of the sea, followed up with a Follow the Bouncing Ball song ('The Three Little Fishes').

Olive has a map to a sunken treasure, but Bluto stowed away and is determined to beat Popeye to it.

Popeye and Bluto both show up to take Olive to the beach. Olive agrees, but only on the condition they promise to stop fighting...

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.

Popeye and Olive open a diner, singing the title song. Alas, their first two customers are Wimpy (who actually gets them to fall for the "gladly pay you Tuesday" schtick) and Bluto, who orders 6 sandwiches and refuses to pay for them. This leads, of course, to a fight, which Popeye needs his spinach to win.

Koko and Bimbo visit Betty Boop's penny arcade, Bimbo to flirt with Betty; but his turn at the shooting gallery becomes a hunting trip.

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

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