Popeye is trying to take a nap, but he's plagued by house flies that keep landing on him. He gets rid of most of them, but one in particular seems bent on making Popeye's life miserable, particularly after Popeye makes the mistake of flicking it into a can of spinach.
| Directing | Dave Fleischer | Director |
| Visual Effects | Thomas Johnson | Animation Director |
| Production | Max Fleischer | Producer |