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.

Casper befriends a bear cub with a natural talent for juggling. Soon the cub is in the circus, but a gorilla proves to be much scarier than any ghost.

Lulu answers wrong on a history quiz after cheating off of Tubby. While sitting in the corner and wearing a dunce cap Lulu falls asleep and dreams of chasing Tubby through history to get back at him.

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.

To finally defeat Popeye, Bluto sets out to destroy the spinach crop.

The story of Leprechauns who make shoes for the poor. When the youngest reaches manhood, he insists on making the delivery. However, a local crook makes plans to catch him so he'll lead him to their crock of gold.

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.