Popeye and Olive prepare to make a movie while his nephews watch. The movie is a significant portion of Popeye the Sailor Meets Ali Baba's Forty Thieves, which makes up over 80% of this release (beginning with Popeye, Olive, and Wimpy suffering in the desert), and despite admonitions, the nephews get involved a couple times, most notably tossing Popeye his can of spinach.
| Directing | Seymour Kneitel | Director |
| Directing | Dave Fleischer | Director |
| Writing | Isadore Klein | Story |
| Visual Effects | Thomas Johnson | Animation |
| Visual Effects | George Rufle | Animation |
| Crew | Robert Little | Scenic Artist |
| Sound | Winston Sharples | Music |