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).

A hurdy-gurdy man goes by Betty Boop's house; she wants to buy his monkey, which causes plenty of trouble for Pudgy the Pup.

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

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

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 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.

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, Olive, and Wimpy stumble across a ghost ship. They climb aboard, and it proceeds to scare them in various ways.