Popeye and Olive are feeding squirrels in the park when the rich and elegant Count Marvo (Bluto), the magician (and practical joker), rides up on his horse and steals Olive away, while tricking Popeye with an exploding cigar and other gimmicks.
| Directing | Seymour Kneitel | Director |
| Visual Effects | Thomas Johnson | Animation Director |
| Sound | Winston Sharples | Original Music Composer |
| Writing | Joe Stultz | Story |
| Writing | Carl Meyer | Story |
| Crew | Tom Ford | Scenic Artist |
| Visual Effects | Thomas Johnson | Animation |
| Visual Effects | Frank Endres | Animation |
