Popeye comes to ask Olive out, but finds she's gone off with the title character. Popeye goes to the circus (ringmaster Wimpy) looking for her, to find she's part of the act; an aerial battle ensues.
| Actor | Role |
|---|---|
 William 'Billy' CostelloPopeye (voice) (uncredited) | Popeye (voice) (uncredited) |
| WWilliam PennellJules Leotard (voice) (uncredited) | Jules Leotard (voice) (uncredited) |
 Mae QuestelOlive Oyl / Nana Oyl (voice) (uncredited) | Olive Oyl / Nana Oyl (voice) (uncredited) |