Herman, the city-slicker mouse (looking like a cross between James Cagney and Lee Tracy) visits his barn-mice cousins in the country.

While cats and dogs are natural enemies, such is not the case in the house where Herman the mouse lives. They are very good friends indeed, are work together to make Herman's life a hard life. Herman tries to break up their friendship, and divert their attention from guarding the cheese in the refrigerator, and almost succeeds but they make up in time to prevent Herman getting the cheese. They give chase and Herman takes refuge in a jug of wine.

The happy tranquility of Bugville is shattered when the populace learns that a colossal skyscraper is to be built over their tiny town.

William Tell shoots an arrow, barely missing Popeye, then tells Popeye that he has just lost his son in an unfortunate arrow incident. Tell then defies the High Governor and is ordered to shoot an apple off his son's head; Popeye stands in for his son.

Olive Oyl's screenplay for an Aladdin movie comes to life and Popeye battles for control of a genie in this, the last of the three Popeye color films.

A racetrack melodrama, The Long Shot features Marsha Hunt and Gordon Jones as trainers of a thoroughbred horse. Despite the rivalries of their parents, the couple prepares to jointly enter the Santa Anita handicap. The odds are against their entry, but Hunt and Jones have every confidence of winning. Just before the starting bugle, gangsters intrude, demanding that the trainers throw the Big Race.