Beware of Barnacle Bill

Directed by Dave Fleischer

With William 'Billy' Costello, Mae Questel and William Pennell

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).