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.
| Actor | Role |
|---|---|
 Jack MercerPopeye (voice) (uncredited) | Popeye (voice) (uncredited) |
| GGus WickeBluto (voice) (uncredited) | Bluto (voice) (uncredited) |
 Mae QuestelOlive Oyl (voice) (uncredited) | Olive Oyl (voice) (uncredited) |