Popeye's ensemble is rehearsing the opening of the Poet and Peasant Overture (with interpolations of the Popeye theme and "I've Been Working on the Railroad"). Maestro Bluto drops in from next door to conduct and play violin and show Popeye up. Popeye plays horribly until he unlocks the previously unexplored artistic benefits of spinach.

• Fleischer Studios
• Jack Mercer
• Mae Questel
• Gus Wicke