Abu Hassan (voiced by Gus Wickie) rides across the desert on his mighty steed followed by his forty thieves, a band of the most fearsome outlaws ever to stalk the lands of Arabia. News of this impending rampage is broadcast all over the world and reaches the ears of Popeye the Sailor (Jack Mercer), who has been patrolling his dock next to his seaplane awaiting the call to action, and when he hears of Abu Hassan he jumps aboard, taking his girlfriend Olive Oyl (Mae Questel) and hamburger-munching sidekick Wimpy (Lou Fleischer) with him. They fly all around the globe until they arrive in the Middle East, but then their aircraft gives out, leaving them stranded in the sands...
The first Popeye cartoon in colour from the Max Fleischer studio was Popeye the Sailor meets Sindbad the Sailor, which was as much an experiment to see if there was a market for high quality colour cartoons as it was another instalment in the successful run of E.C. Segar's famed comic strip adapted to the screen. Most of Popeye's adventures to that point had been in black and white, though still honed to perfection by the Fleischer style, but audience were so delighted by seeing the Technicolor version that they would line up around the block specifically to watch them, as if they were proper feature length movies - they were twice the length than normal, but that just meant they were two reelers rather than one.
Still, just under twenty minutes of Popeye looking the best he ever did, being the star attraction in the Fleischer Brothers' repertoire, was rightfully popular, and in this follow up they also took an Arabian Nights tale to plonk the comedy characters down into, remaining recognisably themselves no matter that Popeye now was taking the role of Ali Baba (since that particular chap does not appear). As for Bluto, he was again recast as the bad guy precisely as he was in the shorter cartoons, and it wasn't that much of a stretch to see him as the leader of the Forty Thieves given usually he would be taking the part of the villain in a variety of capacities usually; he's never called Bluto here, but everyone knew who Abu Hassan was really.
The Thieves themselves are not distinguished from one another, obviously using the same drawings over and over again for economy's sake, but when there was so much personality here otherwise it hardly mattered. They were not outwitted by Olive Oyl, as you might have expected from the way the source fable played out, but by our sailor hero who used his fists and a certain, ever-handy can of spinach, his secret weapon in times of peril, which in this case was released by Popeye's mystical password "Open sez me!" rather than "Open sesame!" which is Abu Hassan's method of opening his cave. That cave and all the treasure it contains within was vividly animated with both illustrations and models to offer the illusion of three dimensions, as before this technique was striking to look at.
But a Popeye cartoon would be nothing without its gags, and if anything there were more here than had been in the previous effort in colour. The sequence where the trio of heroes traipse through the desert saw them see a mirage (naturally), stop at a traffic light, and collapse from the heat whereupon the ever-resilient Popeye turns them into a tank tread and ambulates them along that way. There's less singing this time around, though these cartoons were always very musical, often with songs penned especially for them (voice of Wimpy, Lou, was usually the musical director on these), and Bluto's rousing call to arms for his band is a great way to kick things off. Fortunately it never forgets to be funny, with that peculiarly surreal violence in the slapstick which became the series' trademark, the characters' rubber limbs and bodies bent into a variety of shapes all for the sake of the next laugh, but the sheer energy the Fleischers worked up in these animations mean they have endured further than many of their contemporaries.