Beware of Barnacle Bill

To the classic tune of "Barnacle Bill the Sailor", Olive explains that she can't marry Popeye because she's in love with Barnacle Bill (an unusually large Bluto), who then comes by and proceeds to pound Popeye (until he eats his spinach, of course).

• Dave FleischerDirector
• Sammy TimbergOriginal Music Composer

• William 'Billy' CostelloPopeye (voice) (uncredited)
• Mae QuestelOlive Oyl (voice) (uncredited)
• William PennellBluto / Barnacle Bill (voice) (uncredited)