A celebration of art by legendary animator Max Fleischer. Features: KoKo's Kozy Korner (1928), Somewhere in Dreamland (1936), Any Rags? (1932), Small Fry (1939), Dinah (1933), The Old Man of the Mountain (1933), and Popeye the Sailor Meets Sindbad the Sailor (1936).

Popeye donates blood, then dashes off to a boxing match with Bluto. He loses. Olive, who heard this on the radio, rejects him as no longer strong enough for her, and is preparing to join the army (where Bluto apparently is). Popeye stops her at the door, and insists on showing her sequences from two earlier two-reelers to prove his strength, but she's unimpressed. Fortunately, this was all a dream; he awakens in the blood bank, and dashes over to see Olive, who reaffirms her love.

Gabby goes camping with the Mayor.

Gulliver washes ashore on Lilliput and attempts to prevent war between that tiny kingdom and its equally-miniscule rival, Blefiscu, as well as smooth the way for the romance between the Princess and Prince of the opposing lands. In this he is alternately aided and hampered by the Lilliputian town crier and general fussbudget, Gabby. A life-threatening situation develops when the bumbling trio of Blefiscu spies, Sneak, Snoop, and Snitch, manage to steal Gulliver's pistol.

Big Chief Ugh-Amugh-Ugh is looking for a squaw. Meanwhile, Popeye and Olive are wrestling with their recalcitrant mule and Olive accidentally lands in the Indian camp. Popeye catches up to her. There's an unfair fight, and Popeye is about to be burned at the stake. He drops his spinach, but it cooks and pops into his mouth.

Olive takes Popeye to Professor Bluteau to learn some manners.

Popeye and Bluto pick up Olive to celebrate New Year's Eve with them. Popeye brings along her granny out of sympathy.

Popeye gives Olive a parrot that he's trained. Bluto sets the bird free and then tries to kill it.

Popeye the Sailor, accompanied by Olive Oyl and Wimpy, is dispatched to stop the dreaded bandit Abu Hassan and his force of forty thieves.

Olive asks Popeye to walk her dog Fluffy, but Popeye is embarrassed because Fluffy is as weak looking as the name implies. Sure enough, when Bluto and his bulldog come by, the dogs (and their owners) get in a fight.

Swee-Pea is reluctant to eat his spinach, so Popeye tells him about the football game when he was young (against Bluto, with Olive cheering and Wimpy keeping score) and also reluctant to eat his spinach.

Swee'pea is crying, so Olive calls on Popeye to cheer the baby up. Popeye and Bluto compete by doing various silly antics.

Popeye is sitting outside Olive's lunchroom at the airport, distraught. She's closed the business to fly away with an aviator (Bluto, of course). But it's hardly what she expected; he has her painting his plane, while it's flying; when she says she's rather go back to Popeye, he tries to throw her off the plane. Popeye sees this, and takes off in a plane, just in time to help her out. The boys get into a dogfight, and Bluto manages to demolish Popeye's plane.

'Popito' and 'Olivita' are a dance team, performing at Wimpy's Cafe. Bluto is jealous, and heckles and otherwise disrupts the act.

Baseball: Bluto's Bears vs. Popeye's Pirates, and both Bluto and Popeye have girlfriends cheering them on.

To get at nurse Olive, Popeye and Bluto fake various illnesses. Olive sees through this and tells them they need to be either very sick or hurt real bad, so they try to get hurt, but both have a sudden run of what would normally be very good luck. Out of desperation, Popeye feeds Bluto the spinach when they start fighting.

Popeye and Bluto share an art studio; Popeye is a sculptor, and Bluto paints. Olive drops in for a likeness, and the boys compete. When they start to fight, Olive starts to leave, but Popeye convinces her to stay when he eats his spinach and vanquishes Bluto.

Popeye and Olive are grooving to the sounds of Wimpy the organ grinder, but their neighbor Bluto wants him to move on. Popeye and Bluto settle their disagreement in their usual fashion.

Bluto dirties all of an office building's windows himself, to drum up business for his window cleaning service. When he gets to Olive's stenographer office, about ten floors up, she says no: Popeye's going to wash her windows. And the battle with Popeye is on.

Olive tells Popeye and Bluto that she loves a man in a uniform, so they try to sign up at the recruiting station - that can only take one of them.

Two sailors Sindbad and Popeye decide to test themselves in order to prove their supremacy. Popeye is then presented with a series of daunting tasks by Sindbad.

Popeye drives up to take Olive for a ride, but Bluto in his much fancier car does what he can to spoil their jaunt.

Betty Boop is incensed at her farmer neighbor's cruelty to his animals. Grampy knows how to teach him a lesson.

Popeye is wooing Olive on the phone when Bluto comes over. He overhears, taps into the line, and impersonates Popeye. They proceed to have a high-wire fight on the telephone lines outside Olive's house.

Popeye takes Swee'pea to the zoo and spends most of his time rescuing the tot from the various animals.

A Black man sneaks out of church and tries to steal a chicken, but gets a taste of Hell when he's accidentally knocked unconscious. One of the "Censored 11" banned from TV syndication by United Artists in 1968 for racist stereotyping.

Olive is moving out of her apartment; she's hired Bluto to move her things, but Popeye comes over to visit and won't be shown up.

Popeye applies for a lifeguard job when he sees Olive in the pool, but Bluto also wants the job (and Olive). The manager, Wimpy, asks them to demonstrate their skills in a contest. Popeye does well, until Bluto demonstrates lifesaving and first aid on him.

Felix the Cat is perched in a tree playing his guitar and serenading himself and a canary with a little ditty called "Nature and Me." It is a beautiful day in cartoon-land but Mother Nature, perhaps not a music lover, whips up a lightning-laden thunderstorm and Felix is soon seeking shelter. He finds it at the castle of King Cole, a boastful, fabricating blow-hard. The King's ancestors, tired of hearing the braggart, come out of their pictures as ghostly specters and take the King to the dungeon and pump the gassy hot-air out of him.

Wimpy is working for Bluto in his diner and trying to filch all the food he can eat. Popeye comes in and orders roast duck, but Wimpy grabs the drumsticks, then coats it with pepper sauce. Popeye walks out in anger and Bluto comes after him. Wimpy takes advantage of the resulting battle to load up on hamburgers.

Popeye and Olive are taking a ferry run by Bluto. When they find out the fare, they decide, with Wimpy, to build a bridge. Bluto does what he can to sabotage this plan - until spinach time, of course.

Popeye takes Olive mountain climbing. Bluto sets various traps for them along the way.

Olive preaches the need for brotherly love on the radio. Popeye, hearing this, does a number of good deeds: helping two workmen raise a safe, straightening a wrecked car, and helping two boys sneak into a baseball game. But when he tries to break up a fight, it's more than he can handle alone. Olive and her followers come along and try to help, but it's too much for them, too. Of course, once Popeye has his spinach...

That's what Olive wants. To even the score, the boys visit Wimpy's barber shop. Wimpy is out, so they shave each other; you'd think Popeye would know better than to let Bluto at him with a razor.

A poor boy and girl in rags gather wood in the snow. They pass by a tailor, a butcher and a baker, all of whom pity the children. Later, they arrive home. Their poor mother sets before them the only food she can: Stale bread. The children get ready for bed; In their dreams, visions of ice cream and donuts, candies and cakes fill their sleeping minds-- Will they awake to the same sorry situation?

Popeye is running a women's gymnasium next door to Bluto's cabaret. Seeing Popeye's greater success with women, Bluto dresses in drag and challenges Popeye to various feats of strength.

Popeye's ensemble is rehearsing the opening of the Poet and Peasant Overture (with interpolations of the Popeye theme and "I've Been Working on the Railroad"). Maestro Bluto drops in from next door to conduct and play violin and show Popeye up. Popeye plays horribly until he unlocks the previously unexplored artistic benefits of spinach.

In live action, a big kid is attacking a little kid for his "Adventures of Popeye" comic book, so Popeye gives the little kid pointers, in the form of clips from four of his earlier pictures.

A Mardi Gras celebration, looking pretty much like any carnival. Bluto is a strongman, claiming to be King of the Mardi Gras, and drawing a large crowd. Popeye, nearby, claims only, "I yam what I yam," and has no crowd, but still draws Bluto's wrath.

Popeye and Olive are attending a football game; Bluto's team takes the field, and Olive is swept off her feet, becoming a cheerleader for him. Popeye signs up and becomes quarterback of the opposing team, which is skinny and pathetic looking, compared to Bluto's team of huge bruisers. Things go badly, of course, until Popeye eats his spinach and becomes a whole football team himself, winning both the game and Olive.

Popeye and Bluto are deep sea divers. Popeye has a treasure map; for some reason he cuts Bluto in on the deal, but of course, Bluto's idea of 50-50 isn't exactly fair...

Popeye's failures in the kitchen send him on a quest for a wife. He visits the "matrimonial agency" and picks Olive at the same time Bluto picks her. Of course, the boys settle their problem with their fists. Soon, Bluto and Olive are visiting Justice of the Peace Wimpy, with Popeye temporarily detained.

Policeman Wimpy loses his handcuffed prisoner when he's distracted by a hamburger shop. The escapee drops into the weapon-filled pawnshop Popeye and Olive are running, and quickly gets in a fight with Popeye.

Popeye takes Olive to a stage show of a hypnotist (Bluto), who also levitates objects. While he's doing this, Popeye makes him lose his concentration, so in retaliation, the hypnotist pulls Olive on stage and turns her into a chicken. Popeye comes down to fight and the hypnotist tries to turn him into a monkey, but Popeye pulls a mirror into place. He recovers, and turns Popeye into a donkey, then smacks him around a bit, but spinach comes to the rescue.

Popeye and Olive can't ignore it when produce vendor Bluto comes by with his terribly overloaded cart, whipping his horse and denying it water. They intervene, and while Bluto fights them off for a while, ultimately prevail.

A sinking ship leaves three survivors on a life raft: Bimbo, Koko and Betty Boop. Good news/bad news: they're rescued by a pirate ship…

In a vaudeville act, Betty Boop (with dog's ears) sings "You're Drivin' Me Crazy;" Bimbo sneaks into the show and runs afoul of a stage hypnotist.

A lady is rescued from a villain by a heroic young man, who then takes her for a spin in his Oldsmobile.