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- A giant statue of the letter "E" arrives in the park. One man sees it as "B"; they are preparing to cart him off to the looney bin when a doctor arrives and determines the man needs glasses. Then the king arrives; he also sees "B". He tries on the glasses, sees "E", and pins a medal on the doctor then has his goon squad come and bash on everyone's head until they too see "B".
- A singing group, trying to escape war-torn Sarajevo, has to wait for a tunnel to clear. While they wait, a cow has difficulty giving birth because of the "torsion" affecting its calf (i.e., it's in a twisted position inside). Fortunately, one of the choir members has some veterinary training, and with help from the chorus to drown out the sounds of war, the cow gives birth.
- Three interlocking tales of damsels in distress. An urban scene: a man sees a woman fall off the roof of the neighboring apartment building. A Western scene: a cowboy hears a woman tied to the railroad tracks and an approaching train. And a fantasy scene: seven dwarfs, reading the tale of Snow White, sense a witch passing by with a poison apple. Each races to save their respective "miss" (and sometimes get involved with the stories of the others); each runs into a staggering number of obstacles along the way (including a steadily dwindling supply of dwarves). Who will succeed?
- The Seven Dwarfs mine their diamonds for conversion into war bonds for the Canadian war effort.
- Popeye and Olive are taking in a variety show. Popeye enjoys the juggling seal very much, but he's followed by magician/hypnotist Bluto. Bluto spots Olive in her luxury box and immediately makes plans. First, he humiliates Popeye with a series of magic tricks. Next, he hypnotizes Olive, but while she's walking toward Bluto in a trance, Popeye points her the other way and goes after Bluto himself. Meanwhile, Olive has walked out the stage door and onto a construction site, and the boys race to save her. Popeye's efforts are hampered by Bluto's magic, like the instant brick wall he builds. Bluto awakens her, and she attacks him and then panics. Popeye throws her a hook to save her; it does, but it crashes through a window, bringing a piano out with it. The piano crashes on the building, and Olive is catapulted by the strings to a distant platform. Another race to save her. As Popeye is trapped in a plummeting elevator, he breaks out the spinach. Finally, Bluto is given to the seal as a plaything.
- A young boy dreams of being a cowboy. After he gets the basics, as outlined in the title song, he's attacked by Indians. He runs out of bullets and manages to lasso them. He smokes the peace pipe with their chief. A robber is holding up a stagecoach and he rides to the rescue, refusing the reward. He also saves a train from a dynamited bridge, and a girl tied to a cactus, before riding into the sunset (and back to his suburban bed).
- Popeye takes Olive roller skating in a rink; she's never skated before, so he has to teach her, and she's not exactly a quick learner. After a while, she ends up outside the rink, and still out of control; she skates through a department store and causes major traffic problems. When she gets stuck on a speeding fire truck, Popeye realizes he'll need his spinach, but he's out fortunately, an audience member tosses him a can.
- The whole family is at the beach for an outing, and each is having their own little adventure. The Captain fights the sun with his beach umbrella, in an attempt to nap. Grandpa tries to build a sand castle, but the waves keep wiping it out. Mama, after trying to defend her picnic basket, tries dipping a cautious toe into the big bad ocean, eventually needing to be rescued by the Captain. And the kids, naturally, are cooking up mischief. Their first target is that picnic basket, but their plan to use a pelican backfires when a lobster cuts the rope they were using. Then they set out to enjoy the water, but their "borrowing" the bottom of the safety rowboat has bad consequences later.
- Popeye and Bluto each wants to save Olive as she sleepwalks onto a construction site. But most of their efforts go into preventing each other from being the hero.
- A drinking man arrives home, late and sozzled as usual. His wife reminds him that he promised to take their child to a play. The play proves to be a morality tale about the evils of drink; he sees the parallels in his own life and swears off the demon brew.
- The McCoys and the Weavers are two feuding hillbilly clans. Elmer Fudd, Peacemaker, attempts to end the fighting; but violence and zaniness win out.
- A collection of short gags based on classic nursery rhymes and fairy tales. Mary, Mary Quite Contrary, in her best Katharine Hepburn, tells us how her garden is really doing. Humpty Dumpty doesn't completely crack up. Jack and Jill go up the hill and have too much fun to come down. Little Miss Muffet frightens the spider off. The Three Little Pigs give the Big Bad Wolf a bottle of mouth-wash. A parade of wooden soldiers, in perfect formation from the waist up. Starlight, Starbright: A dog gets his wish a tree. Jack be nimble but not quite nimble enough. The old lady in the shoe made the old man very happy. (A gag involving Hiawatha, trimmed from the TV version.) Finally, the night before Christmas, and one stirring mouse tells the other to be quiet.
- A simple visit to the penny arcade turns into quite a frustrating experience for Donald.
- Popeye and Bluto are, believe it or not, pals and partners in a moving company. (Maybe it's because Popeye isn't squinting here.) Anyhow, Olive has made the mistake of hiring them. She hasn't finished packing yet, so the boys, smitten as soon as she answers the door, compete to help her. Once packed, they compete to move more impressive piles of her belongings. Popeye easily wins these contests, even though Bluto locks him in the van at one point. At the end, Bluto socks Popeye into the piano, then into a table; though he hardly seems to need it, Popeye still eats his spinach, then thrashes Bluto.
- In a shipyard, Popeye and Bluto compete in each building a ship for a potential exclusive military contract.
- Olive's ranch needs a helper, and the boys just happen to be passing by. Bluto's convinced he's better, but Popeye wins at all of Olive's tests: riding a bronco and branding. As Popeye wins the job, Bluto starts a stampede and a fire simultaneously. With some spinach help, Popeye gets Bluto out of the way, douses the fire, and saves Olive from the stampede.
- Popeye is doing a great job of sinking Japanese ships (complete with toilet-flush sound effect). A carrier pigeon brings him notice that he's been granted a month furlough, which he plans to spend with Olive and his nephews. However, on arrival, he's run over by Olive, who immediately leaves him alone with his nephews, who are practicing home defense. Popeye falls for their booby-trapped hammock and also barely survives the demonstrations of their other skills, notably camouflage. He ends up in a beehive; the displaced bees take up residence in a gas mask, which a nephew slaps on Popeye; the bees then manage to fly Popeye all through the house and then drop him on the ground, where his nephews bandage him all too thoroughly. That's enough for Popeye, who heads back to the front. The pigeon tries to deliver notice of an extra two weeks furlough, but Popeye will have none of it.
- Mrs. Bear persuades her reluctant husband to fix the leaky roof. But the job proves larger than it first appeared, and the thunderstorm hits while he's on the roof, making it highly perilous as well, between the attacking lighting, the slippery roof, and the high winds.
- Daffy Duck enters a boat racing contest and is frustrated constantly by Speedy Gonzales.
- Emily the chicken, lives in Hickville but dreams of Hollywood. Her chance comes when director J. Megga-Phone happens to drive past and gives her his card. She makes her way to Hollywood, and Megga-Phone's office, where she discovers a whole flock of hens with the same card and a completely uncaring Megga-Phone. She returns home to faithful Clem, and a chick with foolish notions.
- Professor Ludwig von Drake plays a variety of popular music, all of which he wrote. First, ragtime: the Rutabaga Rag, with vegetables dancing in stop-motion. Next, the Charleston, with cut-out animation of a singer and dancers. Dixieland and more cut-out animation; the crooner/love ballad; 50's doo-wop; and finally, rockabilly.
- Late night in the toy shop. The toymaker goes up to bed, leaving his wind-up policeman to guard the shop, and the other toys come to life. First order of business: throw that pesky cop into the glue pot. The wind-up soldiers march around. They pass a doll, and the lead soldier stops them so he can go woo her. He has some success, until they are threatened by an elephant; he sucks up the other soldiers, and our hero cowers in fear. Then a monkey attacks, and our soldier continues not to be brave. A shepherd leaves his flock and beats the monkey, winning the girl.
- 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.
- Hayseed Egghead arrives in the big city of Bagdad and quickly wins a magic lamp in a carnival coin-operated crane game. The shady character who was playing the game before him covets the lamp, and tries to steal it. Egghead sees a poster: The sultan is having a contest for his daughter's hand in marriage. With his lamp, Egghead thinks he's a sure bet; he conjures up a magic carpet, and he's off. After a couple bad vaudeville acts, it's Egghead's turn, but in the meantime, the bad guy swapped the lamp for a coffeepot. Egghead is thrown out, then sees the bad guy using the lamp; Egghead breaks in, steals the lamp and the girl, and flies off. But she uses the lamp herself to conjure up a real hunk to replace the nerdy Egghead.
- Popeye and Bluto battle over Olive in an amusement park/carnival. First, Bluto breaks a couple of strength-testing devices, but Popeye still manages to one-better him. Then, Popeye and Olive go in the Tunnel of Love. Popeye and Bluto trade places in the boat and swimming behind, but eventually the two of them end up in the boat with Olive behind. Bluto makes off with her to the photographer's booth, but when Olive refuses to spice up the pose, he gets violent. He drives the prop car onto the rollercoaster track, with Popeye in pursuit. The boys battle it out, while Olive is being dragged, eventually snaring three elephants from a tent.
- A visit to many of the places and people that give California its reputation as a place of extremes. Among the major segments: Sky surfing in the San Diego area; the movies, including a trip down the Oscar ceremony red carpet, the shooting of a stagecoach ride, and some memories of Walt Disney, including a roller coaster ride in Disneyland; some snowboarding and skiing stunts; a trip to the top, and then deep inside, some giant sequoias; biologists working with otters and bald eagle hatchlings; and a trip to the top of the Golden Gate bridge with the ironworkers who maintain it.
- Tom chases Jerry around a high-rise apartment, and then around the ledge surrounding the building. They torment each other with a compressed air horn. Jerry goes down a drainpipe and Tom follows, stretching himself the length of the pipe (and getting unstuck with help from the air horn).
- Porky finds out that Ali-Baba and his Dirty Sleeves plan to attack the fort; it's up to him to go warn the fort. He gets there to discover everyone has left for the Legion convention in Boston. Porky and his rented camel fend off the attackers themselves for a while, but when the situation gets dire, the young camel summons its mother. Momma takes care of the attacker that's menacing them. The secret weapon, who has been sitting on the bench with an artillery shell strapped to his head, now comes in, but runs right through the fort and into Ali-Baba.
- Julius the cat is chasing a rabbit. The rabbit escapes down one of a pair of holes, and teases the cat for a while; the cat finally catches the rabbit by leaving his face to watch one hole and his body at the other. The rabbit pleads for mercy: think of her poor children. Julius breaks down, and the rabbit laughs at him (after powdering her nose with her own tail). Julius chases the rabbit into her hole, where she grows larger and chases him out. Alice appears, carrying a rifle, and helps the cat by dragging over a fire hose and putting it down one hole, thus flushing out the rabbit. We then see several forest creatures playing instruments and dancing; most notably, two bears dance. Alice fires at one bear; she hits, then misses for a while, then hits again, but there is no lasting effect to the bear, which then chases them. Alice and her friends hide in a barrel under a beehive; the bear knocks the hive into the barrel. They try to escape in a lake without luck.
- Alice leaves her home and has asked her cat to take care of the house. But the rats are trying to keep the cat out of their way, especially, when they discover Alice's home-brew, it is not that difficult...
- Alice, Julius, and one other character are in a combined auto/horse race. Julius gets off to a bad start when his car takes off, without him, in the wrong direction; it takes him a while to get it straightened out. Alice and the bad guy battle a bit for the lead, which Alice takes; they pass a detour, which the bad guy changes the sign for. Julius, taking the bad road, eventually drives up a cliff and, after a mighty struggle at the top, makes it, in third place, to the changeover. Alice and the bad guy ride off on horses; Julius has a wind-up wooden horse. Julius' horse keeps breaking down, eventually losing the back legs (Julius uses an empty thought balloon to hold up the rear). Alice's horse jumps a fence, and won't continue. The bad guy looks like he'll win, but Alice makes a mighty leap and knocks him off to win the race.
- Julius is out for a ride on his horse; he does some rope tricks. Some bad guys rob a stagecoach; one of the passengers is Alice, who finds herself stuck between the head bad guy and a cactus. Julius rides in and saves most of the passengers, but the bad guy rides off with Alice. After a short chase, he ends up battling Julius on top of a tall rock outcropping. A piece eventually breaks off, sending both of them into a boulder field. They play hide-and-seek a while. Julius then takes off his fur and sends it out as a decoy while he sneaks up behind the bad guy with a club and beats him into the ground. Alice comes up to thank him; ashamed by his nakedness, he hides behind a rock and puts his fur back on, then accepts her thanks.
- The rats are out of control in Hamlin; they've taken over the kitchen, but when they take over the King's bedroom, that's the last straw. He posts a $5 reward, which the rats change to $5,000. Alice and Julius accept the challenge; they play a tune and the rats gather around, but they won't fall for the old "follow me into the river" trick. Fortunately, a very powerful vacuum cleaner is nearby, and Alice and Julius suck all the rats into it. The king gives them their reward: $5.
- Alice and Julius are going to stage a bullfight. Their bull is a broken-down old cow. They fix it up with some rollerskates. A family of cats uses a see-saw to catapult themselves over the fence; a cop (dog) spots them, but ends up helping them by accident. Julius replaces the bull with a more presentable one from a tobacco billboard for the introduction to the crowd. Alice fights the sad cow, sending her into a cactus; this makes her mad enough to really fight. Time for another swap: Julius dresses as a pantomime cow, and Alice throws him across the ring...
- Alice and Julius, as a team, are one of four entrants in a $10,000 balloon race. The bad guy takes out one balloon quickly. It's not clear what kind of balloons these are, since they are sealed like hydrogen/helium balloons, but a good thwack on the top by the bad guy sends Alice and Julius plummeting to the ground, balloon still intact. Julius makes some attempts to re-launch, but they fail. He spots a hippo, smoking nearby, and has an idea: using some pepper, he creates a massive sneeze that re-launches them. But he wasn't onboard. Alice throws down a rope ladder, but it isn't anchored; Julius eventually pulls himself up with a rope. They are then immediately under attack by a lightning storm, which deflates the balloon. Julius makes substitutes from, first, a weiner dog and a couple of empty thought balloons, then, an elephant with extra air pumped in. He grabs a passing bird and catches up to the bad guy, then finds himself in another battle with lightning. He throws a bolt at the bad guy's balloon, then has his own elephant get pierced by another. They land on top of each other, and on Alice, who was pacing back and forth on the ground, then run away from the bad guy.
- A mouse and his boss pose as dogcatchers and grab a schoolhouse full of dogs; they use several other ruses to round up dogs for, as we discover, a sausage factory. Alice and Julius are on the trail soon after the first caper, but it takes them a while to catch up with the bad guys. They do, and Julius tricks the big boss into getting clobbered by the sausage guy, then turns the dogs loose on him.
- Alice and her friends put on a show. After a brief overture, act one: A saloon; Alice enters, and shoots down two bad guys. Tubby O'Brien and his gang then enter the audience; Alice's cast leaves out of fear. Alice decides to tell stories of her wild west adventures, and we finally get two brief animated sequences: Alice riding atop a stagecoach, shooting at Indians, and Alice as Sheriff, taking care of a bad guy who steals a safe. The overall feel is much more like an Our Gang short than the rest of the Alice series.
- Alice visits an animation studio, where the animators show her various scenes on their drawing boards. A few of them: a cat dancing to a cat band; a mouse poking at a (live) cat until it moves; a couple mice boxing, while the animators crowd around cheering and acting as corner-men. That night, she dreams of taking a train to cartoon-land, where a red carpet reception awaits. She appears in live action. They have a welcoming parade, with Alice riding on an elephant. The cartoons dance for her, and she dances for them. Meanwhile, the lions break out of the zoo. The lions chase her into a hollow tree, then into a cave and down a rabbit hole. Finally, she jumps off a cliff and awakes back in her bed.
- Donald steals Chip and Dale's nuts for his nut-butter shop, which is shaped like a giant walnut, Chip and Dale, roll and "shoot" Donald into a nearby lake.
- 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.
- Sammy Seagull and Cecil Crow have stowed away on the same ship. Cecil, from Iowa, wants to see a hula dancer; fortunately, they've just come within flying distance of a tropical island with a lovely dancer. They take turns trying to impress her, with such stunts as skywriting hearts (Cecil almost drowns) and fancy dives (Cecil almost crashes, then gets into a fight with a shark, a turtle, and a starfish). Just when you think Cecil hasn't got a chance, a gorilla shows up wearing a shirt labeling him the villian (in case you didn't know); Cecil grabs a shirt labeling him the hero, fights off the villain, and gets the girl.
- Popeye and Bluto are on leave in the South Seas when Princess Alona (Olive) comes surfing by in her Sarong, a bird perched on her knee. The boys are smitten and chase after her. The bird warns the boys that any harm to the princess will result in death from the local volcano.
- Chickens from Plymouth Rock College and the Rhode Island Reds prepare for the big game. At the pre-game dance at Plymouth Rock, a glee club sings the title song. The big game arrives; Plymouth Rock is coached by a duck, and Rhode Island by a rooster. And the game turns out to be, not football, but laying eggs (though the teams look and act surprisingly macho). Going into the half, Rhode Island leads 75-30. In the locker room, Plymouth Rock gets a pep talk, while the Rhode Island team is stuffed with billiard balls. For some reason, the Rocks get penalized for laying live chicks while there's no penalty for the billiard balls. Meanwhile, a Plymouth Rock benchwarmer who's been pestering the coach all through the picture gets sent in and single-handedly wins the game, 100-99, at the last second.
- Prolog: various animals enjoy winter sports. Beans sees a notice of a ski race, and decides to enter. But so does a bad guy (who looks more than a little like Disney's Pete). The bad guy sabotages the other contestants in various ways, takes short cuts, etc. But Beans manages to tie up the bad guy in his own trip line. A duck riding a dachshund knocks the bad guy out for a while; he and Beans trade places a few more times before Beans wins the race, just barely.
- Up in the Swiss Alps, Mickey Mouse tangles with a mother eagle, Donald Duck scraps with an edelweiss-stealing goat and Pluto gets inebriated with a St. Bernard.
- Popeye is climbing the Alps, and Olive is being hauled up behind him on a rope, taking pictures. Mountain guide Bluto spots them through binoculars, and goes crazy over Olive. He immediately intercepts them and tries to convince them they need a professional guide. Popeye resists, so Bluto uses a number of tricks: cutting the rope, burning a bridge they are crossing, using a magnet to break Popeye's climbing pick. Olive finally has had enough, and goes off with Bluto, who promptly gets her alone in a dark cave. Her screams bring Popeye, whose battle with Bluto carves a Mount Rushmore replica in a mountain-top. Bluto knocks Popeye into a snowbank, where a Saint Bernard dog revives him with spinach (after consulting a handy Popeye comic book). Popeye bashes Bluto into a mountain, forming a Paramount logo.
- In the middle of the jungle, many animals, including an elephant, go to school.
- It's the middle ages (sort of); Popeye is working in Bluto's Beanery. Bluto is going to the ball where Princess Olive will choose her mate. Popeye's fairy godpappy appears and it's a reverse Cinderella story, with a car created from a can of spinach.
- A brainless android wakes up to be taunted by a large bee.
- In the hope of a big score, two junkie couples team up to commit various drug robberies which go disastrously wrong, leading to dissent, violence, and murder.