Everybody's favorite stiff is back! Working fools Larry Wilson and Richard Parker have uncovered a dirty, little secret: Their former boss, Bernie Lomax, embezzled $2 million and placed it in a safe deposit box in the Caribbean. Now, the boys are ready to go after the loot, but they can't do it alone -- they need poor Bernie's help. Can the buddies give their ex-boss new life?

After wrecking Popeye's ship and stealing away Olive Oyl, hero of Arabic legend Sindbad decides to test him and his ever-resilient new rival's strength in order to prove their supremacy as the "most remarkable, extraordinary fella" of Sindbad's menagerie island.

A group of academics have spent years shut up in a house working on the definitive encyclopedia. When one of them discovers that his entry on slang is hopelessly outdated, he ventures into the wide world to learn about the evolving language. Here he meets Sugarpuss O’Shea, a nightclub singer, who’s on top of all the slang—and, it just so happens, needs a place to stay.

Popeye runs a pizza restaurant. Wimpy wants to pay him Tuesday for some hamburger pizzas, but Popeye says "No money, no pizzas! Cash on the line!" Wimpy would pay Brutus Tuesday if he gave him money for pizzas, but Popeye yells "No money, no pizzas!" Brutus tells Popeye to fix Wimpy some pizzas. Popeye makes a pizza making machine, and asks Brutus what kind of pizzas he wants. Brutus wants a tamale pizza, but Popeye says he never serves tamale pizzas. Brutus then rolls Popeye into some pizza dough, but Popeye eats some spinach pizza and turns Brutus into a pizza-bread man, then kicks him out. Popeye sees Wimpy eating pizza, and has him pay for it.

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.

Popeye and Bluto fight for the love of Olive Oyl in their debut short, featuring Betty Boop.

Popeye has a new car; Olive wants a driving lesson. Things don't go well.

In this Pete Smith Specialties short, two professional dancers beautifully demonstrate the rumba and conga while actors humorously display some incorrect techniques for those dances.

Popeye skates over to Olive's house to give her a Christmas present: ice skates of her own. While he's teaching her, Bluto skates up and gets fresh; of course, Popeye fights him. When Olive rejects Bluto again, he sends her careening on an ice floe towards a waterfall.

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.

Mystery Pictures is looking for a stunt man. Swee'pea tags along with Popeye, but he sends the tot home. Popeye shows clips of his stunts to the director, who is impressed; when he goes to put on the last reel, Swee'pea, who snuck back in, hands him Lost and Foundry (1937), which features Swee'pea saving the day. The director signs Swee'pea.

Olive rushes over to show Popeye the headline: Vaudeville is coming back. They agree to rehearse their old act. After a brief song-and-dance intro, the act begins: Popeye demonstrating his strength while Olive displays her flexibility and balance; impersonations of Jimmy Durante, Stan Laurel and Groucho Marx; and the last act, more feats of strength and agility.