Bluto is the ringmaster; Popeye is the star attraction. Bluto covets Popeye's assistant Olive. Popeye sticks his head in a lion's mouth, but Bluto has put a steak on Popeye's head. When he gets out of that, he does his high wire act: carrying a piano, and Olive, blindfolded. Bluto sabotages this with a banana peel and tosses Popeye to the monkey cage, while he has his way with Olive - until Popeye eats his spinach.
| Actor | Role |
|---|---|
 Jackson BeckBluto (voice) (uncredited) | Bluto (voice) (uncredited) |
 Jack MercerPopeye (voice) (uncredited) | Popeye (voice) (uncredited) |
 Mae QuestelOlive Oyl (voice) (uncredited) | Olive Oyl (voice) (uncredited) |