Bluto is the ringmaster; Popeye is the star attraction. Bluto covets Popeye's assistant Olive. Popeye sticks his head in a lion's mouth, but Bluto has put a steak on Popeye's head. When he gets out of that, he does his high wire act: carrying a piano, and Olive, blindfolded. Bluto sabotages this with a banana peel and tosses Popeye to the monkey cage, while he has his way with Olive - until Popeye eats his spinach.
| Directing | Izzy Sparber | Director |
| Sound | Winston Sharples | Music |
| Crew | Robert Little | Scenic Artist |
| Writing | Joe Stultz | Story |
| Writing | Carl Meyer | Story |
| Visual Effects | Nick Tafuri | Animation |
| Visual Effects | Tom Golden | Animation |
| Visual Effects | John Walworth | Animation |
