Popeye's 99-year-old father won't admit he's too old to help Popeye build a ship. Popeye tells him to build one side while he builds the other; Pappy's side is a mess. He falls asleep helping hoist the mast. While Pappy sleeps, Popeye rebuilds his side and finishes the above-decks, with a little help from spinach, of course.
Porky checks into a hospital with a tummyache; he has the bad luck to encounter a patient posing a "Dr. Chilled-Air" who is a bit too eager to operate.
A hypnotist, frustrated by not having anyone to practice on, cold-calls Olive and hypnotizes her over the phone into coming to his office. Popeye rushes after her.
Porky decides to go fishing the next day and tells his cat. The cat sleeps fitfully. The next day, while they are fishing, the cat gets into a battle with a flying fish who behaves rather like Daffy Duck.
When Popeye tells Olive Oyl that he will propose to her the next morning, she has a dream that their four boys will run roughshod over their house.
The Big Bad Wolf is on trial for crimes committed against Little Red Riding Hood and her grandmother. When given a chance to speak in his defense, Mr. Wolf explains the supposed real story: He is the victim.
Tom's father mistakenly believes that the little bird who's just rescued his tiny son from drowning in the dishwater is attacking the boy and drives it away. Tom sets off to find the bird and gets lost in a fierce snowstorm.
Olive has a map that shows the location of her secret gold mine, but while she's showing it to Popeye, claim jumper Bluto photographs it and gets there first.
Porky Pig owns a fish store and goes out to lunch. After a cat is not having much success with a mouse, he goes into the fish store when Porky is away. When the cat thinks he has the good appetite, the fish go to war against him and drive him out of the store. He is then freaked out by the mouse and shrinks as the mouse grows.
Popeye's elderly father, Pappy, wants to go out at night. Popeye wants him to sleep.
Sniffles the mouse and his friend the Bookworm decide to take up egg collecting, setting their eyes upon a big barn owl egg. But the big barn owl isn't so hot on the idea.
Dr. Bluto sails off to Darkest Africa for exploration. Popeye, who stayed behind, hears a radio report that Bluto is lost and sets sail - on a raft - in search of him.
A young working woman lives to shop, particularly for hats. She decides on a unique one.
Sniffles the mouse is in the country for a restful vacation of fresh air, enjoyment of nature, and peace and quiet.
A young horse says hi to little donkey Spunky. But the horse's mother pulls him away, saying we don't associate with that kind. Spunky makes a few more overtures, and eventually they set off on a chase, running across a bull from time to time. The horse stops to eat a lot of apples and drink far too much water; this leaves him too bloated to move much at all. The two continue to anger the bull, which gives chase; Spunky saves the colt, and they all live in harmony.
A mouse, imitating W.C. Fields, leads a nighttime tour of a closed drugstore for other mice, that include a very inquisitive little boy.
Popeye has replaced Bluto in the Spinach Theatre's production of Romeo and Juliet (Olive, of course), much to Bluto's surprise and dismay. Bluto does what he can to sabotage the production, like cranking up the snow and wind machines, and eventually coming onstage, even though Olive wants no part of him.
The race is on for the state railroad franchise: It's the Onion Pacific - Popeye - against the Sudden Pacific - Bluto. There's a kiss from Olive for the winner!
Olive sends a farewell letter to Popeye: She's over sailors; it's cowboys for her; she's gone out west, to Bar None Ranch. Popeye immediately travels there to find her - and discovers Bluto runs the place.
Native American children play in the canyons of Arizona.