Paramount Cartoon Studios

Bluto muscles out Popeye to take Olive to the fair. Popeye rushes ahead and poses as a fortune teller, luring Olive in. He shows Olive her future (actually, her past) in the crystal ball.

The mice are having a great time playing on a train in a department store's toy department until night watchman Katnip comes along.

A sleep-walking baby owl finds its way in Herman's house, and the friendly mouse makes friends with it. But the owl arouses Katnip, who takes out after it, but Herman always manages to rescue the little owl. The owl finally makes a nest for its self out of Katnip's fur which Herman has stripped off.

A man schemes to get rich with a talking horse.

Scat the Cat is chasing a mouse through a novelty store.

Creepers tries to get Jeepers to get the courage to ask for a date with a bathing beauty that Jeepers knew as a "puppy." Jeepers helps Creepers look for his old girlfriend.

Mr. Spider picks up the milk and the morning news. Now he needs something to eat for breakfast. The hungry spider is hoping to make his breakfast from the various visitors in his web, but oh, boy, is he in for a big surprise! He traps a honeybee in his web; the irate bee threatens him with a sting and gets away. Next, he gets a British wasp. The wasp thinks that he wants to have breakfast and a spot of tea with him. No tea, no wasp. Next, a little moth... only the moth snares the spider in his own web and takes it home to his mother for breakfast... Features a cool jazz music score and a wild visual design.

Ignatz find out that true friends can't be bought.