Set in a nightclub in Sugarland---not the one in Texas---the bon-bons, lollipops, taffy and other sweet-and-sticky citizens perform in a musical show. The grand finale features the Sugar Lump Orchestra playing "Ain't She Sweet" while the bouncing-ball leads the theatre audience in a sing-along.

Toys in a toy store come to life at night, and perform in a toy parade before the Doll Princess, all of which leads to the "Screen Song" sing-a-long, "Oh, You Beautiful Doll".

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.

A song-filled Noveltoon featuring the antics of the Irish Leprechauns during their annual gold-washing ceremony. It depicts the wee people of Ireland who flavor its traditions with laughs and legend.

Popeye and Olive are at the premiere of Popeye's new movie. He gets a little too wrapped up in the movie, interacting with it at various points, and even handing the screen version of himself a can of spinach. The movie itself is the story of Aladdin, minus the songs and about half the footage of the short it's cut from.

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 is taking Olive on a boat ride when she spots a pirate ship. They are soon captured, and Popeye has to rescue Olive from the (initially charming) pirate captain. He tries tricks, like dressing in drag, but until the spinach, no luck. Fortunately, a passing swordfish reading a Popeye comic book recognizes him and feeds him the spinach on the comic cover.

Little Audrey isn't interested in reciting Mother Goose rhymes with the other kids in class. She'd rather read her modern comic book. When she's caught not paying attention by the teacher, she is ordered to sit in the corner. Audrey falls asleep and soon realizes that Mother Goose can be modern too.

Popeye is being honored for his 20 years of films, in a dinner hosted by 'Bob Hope' (several other celebrities are present, like Jimmy Durante, Bing Crosby, 'Jerry Lewis' and 'Dean Martin').

Casper the Friendly Ghost comes to the aid of King Luna and his people after being attacked by invading Tree Men.

At the Polar Bar & Grill in the Klondike, Popeye and Olive Oyl are the sole proprietors. Dangerous Dan McBluto, the owner of a fur farm, walks in and kidnaps Olive.

In Judge Wimpy's courtroom, Bluto accuses Popeye of assault and battery; he claims to have been attacked by him on several occasions, without provocation. Popeye then tells his side.

Olive is so captived by "The International", a radio personality with a French accent, that she'd rather stay home than go out on a date with Popeye. Bluto, overhearing this, comes to the door as the character.

Popeye is taking his nephews to the museum, and proves to them that he is the greatest sailor in the world by telling them of a time he bested Sindbad the Sailor when Sindbad tried to abduct Olive Oyl.

Popeye and Bluto both plan to marry Olive Oyl, but Popeye proposes first. When Olive says, "Yes!" to Popeye, Bluto sets out to make Popeye look bad, break up the wedding, and win Olive over.