Popeye and Olive prepare to make a movie while his nephews watch. The movie is a significant portion of Popeye the Sailor Meets Ali Baba's Forty Thieves, which makes up over 80% of this release (beginning with Popeye, Olive, and Wimpy suffering in the desert), and despite admonitions, the nephews get involved a couple times, most notably tossing Popeye his can of spinach.
| Actor | Role |
|---|---|
 Jack MercerPopeye / Nephews / Director (voice) (uncredited) | Popeye / Nephews / Director (voice) (uncredited) |
 Mae QuestelOlive Oyl (voice) (uncredited) | Olive Oyl (voice) (uncredited) |
 Jackson BeckAbu Hassan (voice) (uncredited) | Abu Hassan (voice) (uncredited) |
 Sid RaymondAli / Third Thief (voice) (uncredited) | Ali / Third Thief (voice) (uncredited) |