Andy Panda and his father are trying to groom an alley cat, which Andy wants to enter in a Cat Show, The cat is not interested in being in show business, and is even more disinterested in getting a bath. A swimming pool is the last resort where everybody but the cat gets wet.
Popeye wants to get Olive a fur coat, but after a run-in with dishonest furrier Geezil, decides the best way is to go hunting for a bear himself.
Popeye is on a training ship, but his seat-of-the-pants ways don't fit in with modern equipment.
Popeye's Pappy takes a flagpole sitting job atop a tall building without telling Popeye. Popeye goes to rescue him, but he doesn't want to go until an electrical storm hits.
Olive gets a phone call that she has won first prize in a sweepstakes, but she can't find her ticket. She finds it, only to have it blow out the window into a woman's belt, into the sea, a fish's mouth, the railroad tracks, a flagpole, etc., etc.
Popeye runs a small airport. Pappy comes along and wants to be a pilot, but Popeye tells him he's too old. Pappy, dejected, leaves, but manages to start one of the planes parked outside. He flies it, causing much damage. His imminent crash is announced, and Popeye rushes to the site. Fortunately, Pappy is OK.
The villain: Prof. I. Stare, hypnotist, frustrated by not having anyone to practice on. He cold-calls Olive at random while Popeye is pitching woo and hypnotizes her over the phone into coming to his office. Popeye rushes after her. Olive marches on, oblivious to hazards in her way, which Popeye eliminates. Just as Olive is approaching Stare's office, Popeye eats his spinach and the "S" on the can flies onto his chest, turning him into another Fleischer hero.
Popeye's 99-year-old father won't admit he's too old to help Popeye build a ship. Popeye tells him to build one side while he builds the other; Pappy's side is a mess. He falls asleep helping hoist the mast. While Pappy sleeps, Popeye rebuilds his side and finishes the above-decks, with a little help from spinach, of course.
When Popeye tells Olive Oyl that he will propose to her the next morning, she has a dream that their four boys will run roughshod over their house.
Olive has a secret treasure map, but while she's showing it to Popeye, Bluto photographs it and gets there first.
A series of typical Avery spot gags set around wild animals. A dainty deer drinks very loudly and rudely from a lake. A pack rat swaps an egg and an acorn, then back again ("monotonous, isn't it?"). A flock of ducks lands; a hunter fires; all fly away, except one with an American flag on its side. A termite fells a huge tree. A cowboy rides across the plains well, no; his horse is just slapping itself with the front hooves. A coyote calls to its mate: "Hey, Mabel, come on out!" A camel contradicts the narrator, saying he's really thirsty. A wild dog: because of the lumbermen.
A young horse says hi to little donkey Spunky. But the horse's mother pulls him away, saying we don't associate with that kind. Spunky makes a few more overtures, and eventually they set off on a chase, running across a bull from time to time. The horse stops to eat a lot of apples and drink far too much water; this leaves him too bloated to move much at all. The two continue to anger the bull, which gives chase; Spunky saves the colt, and they all live in harmony.
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.
Elmer Fudd spends an endless night trying to fall asleep amid myriad frustrations, in particular, a candle that won't go out.
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.
In this version of "The Courtship of Miles Standish", Elmer Fudd is messanger John Alden, sent to give Miles' love letter to Pricilla. While delivering the message, however, her house is attacked by Indians, and John is the only one who can save her.
The cat-of-the-house is a nuisance to the mice on a cheese-raid in the kitchen. They overturn a box of catnip, cat partakes, and cat goes on a binge via dreamland and transportation by a pink elephant. THe cat's nightmare gamuts range from Oriental splendors to being chased by a green-eyed train.
When Andy Panda and his father are stranded miles away from home by a thunderstorm, they take shelter in a nearby house. Little do they realize that the house where they're spending the night is actually a fun house, with hidden practical jokes everywhere. The house also has a noisy merry go-round, a trick drinking fountain,and a dance floor with an ever-changing background.
Barney's settling in for the winter. But water leaks, a loose shutter, a noisy fire, a teakettle left on, and some stray embers all get in the way, and Barney also locks himself out. And that's just the beginning.
Popeye spanks Swee'pea and sends him to bed without supper. He wrestles with his conscience over this, while Swee'pea packs a bundle and runs away from home. They apparently live in the wilderness, since Swee'pea crosses a rope bridge that collapses, narrowly misses a landslide, and is soon on a narrow mountain path. Popeye finds him and rescues him from a waterfall but his spinach can is empty. Fortunately, this was all a bad dream from Popeye's conscience.