Popeye takes Olive to the carnival; while he's busy winning candy at the "ring the bell" stand, strongman Bluto muscles in on her. There follows the inevitable contest, invevitably rigged.
| Directing | Seymour Kneitel | Director |
| Sound | Winston Sharples | Music |
| Writing | Carl Meyer | Story |
| Writing | Jack Mercer | Story |
| Crew | Robert Owen | Scenic Artist |
| Visual Effects | Thomas Johnson | Animation |
| Visual Effects | John Gentilella | Animation |