To the classic tune of "Barnacle Bill the Sailor", Olive explains that she can't marry Popeye because she's in love with Barnacle Bill (an unusually large Bluto), who then comes by and proceeds to pound Popeye (until he eats his spinach, of course).
| Directing | Dave Fleischer | Director |
| Visual Effects | Willard Bowsky | Animation Director |
| Production | Max Fleischer | Producer |
| Sound | Sammy Timberg | Original Music Composer |
| Visual Effects | Willard Bowsky | Animation |
| Visual Effects | Harold Walker | Animation |
| Visual Effects | Dave Tendlar | Animation |