Bluto, the daring hot air balloon rider, catches the eye of Olive at a carnival, much to Popeye's chagrin. Bluto manages to make Popeye look bad several times, eventually winning a ring at the ball toss and taking her up in his balloon. Of course, he tries to get fresh with her, and Popeye comes to the rescue with the help of some fireworks. The hot air balloon gets a bit too hot, putting Olive in even more danger.
| Directing | Seymour Kneitel | Director |
| Sound | Winston Sharples | Music |
| Visual Effects | Dave Tendlar | Animation Director |
| Writing | Isadore Klein | Story |
| Writing | Jack Ward | Story |
| Visual Effects | Martin Taras | Animation |
| Visual Effects | Dave Tendlar | Animation |
| Visual Effects | Frank Endres | Animation |
| Visual Effects | John Gentilella | Animation |
| Visual Effects | William Henning | Animation |
