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.
| Directing | Dave Fleischer | Director |
| Visual Effects | William Henning | Animation |
| Visual Effects | Seymour Kneitel | Animation |
| Production | Max Fleischer | Producer |
| Visual Effects | Seymour Kneitel | Animation Director |
| Sound | Sammy Timberg | Original Music Composer |
| Visual Effects | Roland Crandall | Animation |