A Mardi Gras celebration, looking pretty much like any carnival. Bluto is a strongman, claiming to be King of the Mardi Gras, and drawing a large crowd. Popeye, nearby, claims only, "I yam what I yam," and has no crowd, but still draws Bluto's wrath.
| Directing | Dave Fleischer | Director |
| Visual Effects | William Sturm | Animation |
| Visual Effects | Eli Brucker | Animation |
| Writing | Dave Fleischer | Writer |
| Production | Max Fleischer | Producer |
| Visual Effects | Nick Tafuri | Animation |
| Writing | Izzy Sparber | Writer |
| Visual Effects | Dave Tendlar | Animation |
| Visual Effects | Harold Walker | Animation |
| Visual Effects | Dave Tendlar | Animation Director |
| Sound | Sammy Timberg | Original Music Composer |
| Visual Effects | Graham Place | Animation |
