A Mardi Gras celebration, looking pretty much like any carnival. Bluto is a strongman, claiming to be King of the Mardi Gras, and drawing a large crowd. Popeye, nearby, claims only, "I yam what I yam," and has no crowd, but still draws Bluto's wrath.

Jack Mercer
as Popeye (voice) (uncredited)

Gus Wicke
as Bluto (voice) (uncredited)

Mae Questel
as Olive Oyl (voice) (uncredited)