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 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.
A collection of animals goes to school; their teacher, a goose, asks them several questions, during which time an ape, sitting behind an elephant, keeps tormenting the elephant. The teacher leaves the room, putting a turtle in charge. While she's gone, things go fine for a while, but the ape starts...
A man working in a fish cannery has a guilty conscience and begins to imagine he is a murderer. In his delirium/dream the fish try him for murder in a crazy court-room scene at the bottom of the ocean, which incorporates the 'Information, Please" radio routine, and also has a fish-jury who sing a...
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.
When Max dons a clown costume for a masquerade party, Ko-Ko takes to taunting him. Intending to get back at Ko-Ko, Max jumps into his own drawing—a serious tactical error, as he soon learns.
Popeye takes Olive roller skating in a rink. She's never skated before, so he has to teach her, and she's not a quick learner. Before long Olive ends up outside the rink, rolling wildly out of control.
The boys arrive at Olive's house at the same time, but at different doors. They both come in, and whenever Olive isn't looking, they start fighting. She catches them, and tells them one will have to leave. Bluto tells Popey that whoever does the best trick can stay. As a result, they find ever more...
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.
First, Max, in his pyjamas, gets back up and draws an isolated mountain area and puts Koko on top of a steep mountain. "That will keep you busy for the night," says the real-life somewhat nasty cartoonist to his subject. The cartoon really gets wild from that point with guest appearances from Mutt...