A toyshop owner tells a little girl the story behind the two dolls she's fallen in love with.

At an orphanage, the children are sad because they received used defective toys as gifts. Professor Grampy sees the children while passing by in his sled and has an idea on how to give them a merry Christmas.

Robbers target a special train carrying a billion dollars worth of gold, and the only one who can stop them is Superman!

Gulliver washes ashore on Lilliput and attempts to prevent war between that tiny kingdom and its equally-miniscule rival, Blefiscu, as well as smooth the way for the romance between the Princess and Prince of the opposing lands. In this he is alternately aided and hampered by the Lilliputian town crier and general fussbudget, Gabby. A life-threatening situation develops when the bumbling trio of Blefiscu spies, Sneak, Snoop, and Snitch, manage to steal Gulliver's pistol.

Popeye and Bluto run adjoining (and competing) fire companies. When Olive's huge house catches fire, they are soon more interested in fighting each other than the fire. When Bluto goes to the roof to rescue Olive, the fire strands him there. Popeye eats his spinach and rescues them, but it's too late for the house.

In the circus, Betty Boop is the lion tamer, sings the title tune on the high wire, and fights off the lecherous ringmaster.

Popeye comes to ask Olive out, but finds she's gone off with the title character. Popeye goes to the circus (ringmaster Wimpy) looking for her, to find she's part of the act; an aerial battle ensues.

Olive Oyl's screenplay for an Aladdin movie comes to life and Popeye battles for control of a genie in this, the last of the three Popeye color films.

The boys arrive at Olive's house at the same time, but at different doors. They both come in, and whenever Olive isn't looking, they start fighting. She catches them, and tells them one will have to leave. Bluto tells Popey that whoever does the best trick can stay. As a result, they find ever more creative ways to abuse each other, much to Olive's merriment. Eventually, though, they start destroying her house, and Olive throws them both out, for a little while, anyhow.

A scientist uses an earthquake machine to threaten the city, and only Superman can stop his extortion plan!

After drawing Betty Boop, Max Fleischer (live-action) leaves the studio; Betty and Koko try amateur dentistry, releasing enough laughing gas to convulse the 'real world.'

After The Daily Planet receives a letter from a mad scientist threatening to wreak destruction with his Electrothanasia Ray, Lois Lane heads out in the hopes of getting more information for a news story.

Popeye and Olive compete as partners in a dance contest. Naturally, Bluto butts in.

Bimbo becomes a long distance accordion champ and comes through with a load of credit.

Superman battles a criminal mastermind and his robot army.

The Round Towners Quartet sings the title song with a Bouncing Ball. Cartoon sequence: Betty Boop and Bimbo go ice skating.

A Max & Dave Fleischer cartoon from 1931. Bimbo climbs a beanstalk to find Betty Boop enslaved by the giant.

Popeye sails into Mexico, where Olive is a dancer and Bluto is a bandit.

A humanized dog comes from a bar and fights with his shadow in the dark just before a bouncing ball comes on and the singer warbles "I'm Afraid to Come Home in the Dark".

Popeye has replaced Bluto in the Spinach Theatre's production of Romeo and Juliet (Olive, of course), much to Bluto's surprise and dismay. Bluto does what he can to sabotage the production, like cranking up the snow and wind machines, and eventually coming onstage, even though Olive wants no part of him.