Popeye and Bluto each wants to save Olive as she sleepwalks onto a construction site. But most of their efforts go into preventing each other from being the hero.
| Actor | Role |
|---|---|
 William 'Billy' CostelloPopeye (voice) (uncredited) | Popeye (voice) (uncredited) |
| WWilliam PennellBluto (voice) (uncredited) | Bluto (voice) (uncredited) |
 Mae QuestelOlive Oyl (voice) (uncredited) | Olive Oyl (voice) (uncredited) |