Olive runs some kind of boarding school. She serves her charges a huge bowl of spinach, but they are less than enthusiastic about it. Popeye comes by and demonstrates the values of spinach: he feeds some to a tree, which grows huge and sprouts a variety of fruit; he feeds a hen, which lays a dozen eggs, and he eats some himself to resist a prizefighter passing by.
| Directing | Dave Fleischer | Director |
| Visual Effects | Seymour Kneitel | Animation Director |
| Production | Max Fleischer | Producer |
| Sound | Sammy Timberg | Original Music Composer |
| Visual Effects | Roland Crandall | Animation |
| Visual Effects | Seymour Kneitel | Animation |
| Visual Effects | William Henning | Animation |