Popeye, an employee at Useless Machine Works, is on his lunch break when Olive stops by and Swee'Pea crawls into the factory. He narrowly misses several horrible fates while Popeye tries to save him and gets into much worse trouble.
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| Directing | Dave Fleischer | Director |
| Visual Effects | Abner Kneitel | Animation |
| Visual Effects | Seymour Kneitel | Animation Director |
| Visual Effects | Seymour Kneitel | Animation |
| Sound | Sammy Timberg | Original Music Composer |
| Production | Max Fleischer | Producer |
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