Popeye is driving across country against Count Noah Count. He's hopelessly outmatched; the Count has a very powerful car, and Popeye's is barely running. And to top it off, the Count doesn't play fair.
| Directing | Seymour Kneitel | Director |
| Writing | Larz Bourne | Story |
| Sound | Winston Sharples | Music |
| Crew | Anton Loeb | Scenic Artist |