Bluto, the daring hot air balloon rider, catches the eye of Olive at a carnival, much to Popeye's chagrin. Bluto manages to make Popeye look bad several times, eventually winning a ring at the ball toss and taking her up in his balloon. Of course, he tries to get fresh with her, and Popeye comes to the rescue with the help of some fireworks. The hot air balloon gets a bit too hot, putting Olive in even more danger.
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| Directing | Seymour Kneitel | Director |
| Sound | Winston Sharples | Music |
| Writing | Isadore Klein | Story |
| Writing | Jack Ward | Story |
| Visual Effects | Frank Endres | Animation |
| Visual Effects | William Henning | Animation |
| Visual Effects | John Gentilella | Animation |
| Visual Effects | Dave Tendlar | Animation Director |
| Visual Effects | Dave Tendlar | Animation |
| Visual Effects | Martin Taras | Animation |
