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.
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.
Three witches need a worm to complete their potion; they dispatch a raven to catch one, and he goes after a bookworm. He chases the worm into the horror section, where the monsters attack but soon, Paul Revere rides Black Beauty to the rescue, along with the Police Gazette, and other assorted war heroes; eventually, the Boy Scouts build a match-stick bridge, leading the worm to safety.
Olive has a small leak in a pipe; she makes the mistake of calling Wimpy to fix it, and the even bigger mistake of asking Popeye to help her do something until Wimpy can arrive. Meanwhile, Wimpy keeps realizing he's forgotten his tools, his gloves, etc. and going back. Popeye finally eats his spinach and manages some fixes to the system.
Popeye is heading over to see Olive when he hits a traffic island where a cop is directing traffic; when he gets there, he manages to get more tickets for blowing his horn and parking illegally. The cop rings the bell, and Popeye manages to wreck Olive's apartment by dropping what he's doing, each time he writes a ticket.
Weary of his running-in-circles existence as a merry-go-round horse, the little hobby-horse gets a case of wanderlust. That night he gets out after the fair has closed and takes in the world of the Crazy House, the Wax Museum, the Ferris Wheel and a roller coaster. Battered and beaten from his adventures, he concludes he is better off on his stand at the merry-go-round.
Betty Boop goes to work on the subway (Trample 'Em R.R. Co.); Pudgy the Pup follows her and gets more ride than he bargained for.
A battleship, manned mainly by dogs (and Porky), and whose captain sounds rather like Yosemite Sam, sets sail. When the crew threatens to get to the mess hall before the captain, he orders them to halt (and they do, some in mid-air). The ship gets a radio message of a reward for capturing the pirate submarine. The crew sets out in planes to go looking, leaving Porky behind. Naturally, the sub comes after the ship, and defense is up to Porky. He manages to repel the boarding party and winches the sub onboard with a plunger.
Mama has everyone working on spring cleaning, or so she thinks; in fact, everyone's slacking off in various ways. The Captain is the only one to get caught and face her wrath, though. To escape, he fakes illness, but the boys catch him at it. Mama calls the doctor; the boys intercept him and impersonate him. They get revealed, but so does the Captain, and Mama puts him to work doing everyone's job.
Popeye and Olive are having a day at the beach; the lifeguard (not drawn as Bluto, though he sounds and acts like him) sees Olive and puts the moves on.