Officer Donald Duck (Officer #13) is assigned to apprehend a criminal named Tiny Tom. Donald assumes by the name that he'll be a pushover but when he reaches Tom's hideout, he discovers "Tiny" Tom is actually a hulking Pete who immediately disposes of Donald. Donald decides to use strategy and is able to reenter Pete's house disguised as a baby who Pete surprisingly warms to. When Pete discovers Donald, he chases him down the street but is finally apprehended by Donald's marching police colleagues who make the arrest.
Admiral Byrd ships Donald a penguin from the South Pole. Donald is amused by it, until he thinks it has eaten his goldfish. It hasn't - yet - so Donald gets a fish from the fridge to make amends. When he comes back, though, he's got a reason to be upset with the penguin.
A live action black-and-white prolog tells the story of how Walt Disney came to Hollywood with $300, was rejected by all the major studios, but went on to tremendous success, many awards, and a thriving studio. Titles then ask what this means to the Standard Oil Salesman, and a parade of Disney characters gives us the answer, featuring Mickey as drum major, Minnie carrying a banner, and the 7 Dwarfs carrying the letters "STANDARD" (Dopey gets stuck with the last two): Apparently the various ads for Standard will be featuring Disney characters in the coming year.
Minnie is baking cookies. When she leaves for a short while, her dog Fifi accidentally drops popcorn kernels in the dough. Mickey and Pluto come over and visit with Minnie and Fifi. When Mickey notices that something is burning, Minnie remembers the cookies, which are popping popcorn out of them. Minnie is upset and lies on her sofa crying. Mickey goes out and buys a large amount of cookies and crackers. He comes back and shows them to her and she is overjoyed. The short was originally a theatrical advertisement for the National Biscuit Company (now known as Nabisco), where all of the products seen are various Nabisco products (i.e. Ritz Crackers, Oreo Cookies, Fig Newtons, etc.). These would later be edited out and replaced with generic-brands in television broadcasts and home video releases.
Olive is going shopping and drops Swee'pea off for Popeye to watch. Popeye carves a sailboat for him, but the tyke spots Popeye's battleship, and the puny toy boat will no longer do. He climbs aboard, and there's the expected mayhem. Notable sequences include a stint on the ship's cannon's control board, with Popeye caught on the barrel, then in the gears; also, at the end, Swee'Pea hitches a ride atop a torpedo just as Olive is returning and Popeye's out cold.
Bluto's in the Army; he tries to sneak off base, but can't. Popeye passes by, Bluto invites him in, then swaps uniforms. Popeye ends up in a tank drill.
Popeye and Bluto agree that women are too much trouble, so they agree to swear off them, which lasts about five seconds, until Olive comes on board ship for a tour. The boys vie for her attention.
Popeye's 4 newphews try to sneak out instead of eating their spinach, so Popeye demonstrates some of the benefits: playing piano, dancing, shadow boxing but each is met with "but we don't like spinach." Finally, Popeye spanks them, and they start eating their spinach. After which, they play the piano until it breaks then use boards from the wreckage to spank Popeye.
When enemy planes attack the battleship he's serving on, Popeye fights back.
Popeye's on a battleship, on which he's banished to the boiler room. A Japanese sub comes along. Can Popeye save his ship from the enemy?
Shore leave in South America; Bluto muscles in on Popeye's girl, Olivia Oyla. Popeye muscles him out, but when they get to the conga club, he doesn't care to dance, so Bluto wins again.
A hypnotist, frustrated by not having anyone to practice on, cold-calls Olive and hypnotizes her over the phone into coming to his office. Popeye rushes after her.
