Popeye and Olive are touring a museum when they accidentally launch a rocketship to Mars. Olive escapes, but Popeye gets to Mars, where he is attacked (by a group led by Bluto) that was preparing to invade Earth. Fortunately, Popeye has a can of spinach handy, so he can save the Earth (turning most of the Martian war apparatus into amusement park rides).
| Directing | Bill Tytla | Director |
| Visual Effects | James Tyer | Animation Director |
| Visual Effects | James Tyer | Animation |
| Writing | Bill Turner | Story |
| Writing | Otto Messmer | Story |
| Production | Seymour Kneitel | Producer |
| Production | Izzy Sparber | Producer |
| Production | Bill Tytla | Producer |
| Sound | Winston Sharples | Original Music Composer |
| Visual Effects | John Gentilella | Animation |
| Visual Effects | William Henning | Animation |
| Visual Effects | Jack Ozark | Animation |
| Visual Effects | Ben Solomon | Animation |
