Popeye the Sailor Meets Ali Baba's Forty Thieves is a two-reel animated cartoon short subject in the Popeye Color Feature series, produced in Technicolor and released to theatres on November 26, 1937 by Paramount Pictures. It was produced by Max Fleischer for Fleischer Studios, Inc. and directed by Dave Fleischer. Willard Bowsky was head animator, with musical supervision by Sammy Timberg. The voice of Popeye is performed by Jack Mercer, with additional voices by Mae Questel as Olive Oyl, Lou Fleischer as J. Wellington Wimpy and Gus Wickie as Abu Hassan. Popeye is enlisted in the U.S. Coast Guard and did not enlist in the Navy until 1941 in the Fleischer short The Mighty Navy.

Although Ali Baba does not appear in this film, the band of Forty Thieves do, led by Abu Hassan (Bluto playing a "role"). Popeye, Olive Oyl, and J. Wellington Wimpy hear of Hassan's attack on a town in Arabia and fly there to capture him but their plane crashes as they enter a desert in Arabia. After getting lost in the desert, the group happens upon the town where the Forty Thieves attack. The Thieves abduct Olive and Wimpy, and Abu Hassan leaves Popeye hanging from a chandelier after failing to win a battle of wits with him (during which, demonstrating a magic trick, Popeye relieves Hassan of his long underwear, remarking "Abu hasn't got 'em any more!"). Popeye manages to break free and takes a camel to Abu's secret cave, where, unable to remember the magic word of "open sesame!", he breaks in using his pipe as a blowtorch.

Inside the cave (giving the Fleischers a chance to show their Tabletop 3D background process), Popeye sneaks past the guards and attempts to free Olive and Wimpy. He confronts Abu Hassan and demands that he gives the Forty Thieves' stolen jewels back to the people. However, he is apprehended and thrown into a shark pit. Just before being eaten by a shark, Popeye tangles the shark's teeth together, and the shark goes back down into the water. Popeye then produces his spinach, opening it by commanding the can "Open sez me!" Now superpowered, Popeye defeats Abu Hassan, and all forty of the Thieves (counting every single one as he does so). The Thieves and Hassan are chained and made to drag a cart filled with the stolen jewels, Popeye, Olive, and Wimpy, back to town, where the townspeople await them with open arms.

Voiceover, Dialog, Spoken Text, Script, or Lyrics

You better lock up your doors today
'Cause Abu Hassan is on his way
Go in hidin' when I go ridin',
Says me and my 40 thieves

Your wives and children and money, too
I'll steal them from you before I'm through
I'm out gunnin', so start in runnin'
From me and my forty thieves

Abu Hassan! (Abu Hassan!)
My gang's the roughest
But I'm the toughest
And that's no lie

Abu Hassan! (Abu Hassan!)
You've got to hand it
To this bad bandit
'Cause I'm one terrible guy

(Abu Hassan! Abu Hassan!)

Oh Popeye, I've got a surprise.
Left, right, tackle, present arms. Yep.
As you were! Attention! Right, up!
Oh, if you aren't just too cute.

Attention everybody! Alarm! Abu Hassan and the bandits have escaped! Last seen headed that-a-way.
Which a-way?
Ah, oh!
Call to arms. All hands on deck.
Wait for me!
Hey, this ain't nothin' for women. We're out hunting bandits. Ceiling zero, visibility zero. Maybe we better try across the street. Maybe I should trade this in. Something is definitely wrong. I'm right, it's wrong!

I wish there was a boardwalk on this beach. If I had some bread I'd make a sandwich if I had a witch.
Food! A disappointment.
Oh, Wimpy. Would you care to join us, young fella? You know that's one of those invisible mirages that you can't see on the desert. That's all it is.
Rest. Come on, we got the green light with us. You know I could go for a nice chocolate soda right now.
Popeye, Olive Oyl has collapsed completely.
Woah! Keep your ? Come on Olive. We got to save little women and children from bandits. I'll get you out of this desert some way. I tank we go now.

Woah! Water, oh boy. Come on, I'll revise you. It's on the house.
That's good. Oh.
I'll ask in here for bandits, but first we'll get a cup of cafe over here. Come on in.
Oh, goodie, goodie.
Boy, this place is wide open. I wonder where everybody is around here. Service!
Yeah, that's what - service.
Service! Oh, there you are. What is this? Double talk? I didn't sent out any laundry. I can read readin', but I can't read writin'. This writin's wrotin' rotten if you ask me. He, this is Greek to me. Haven't you got something to eat?
Oh, that's better. Bring me some desert without any sand.
Oh body, am I hungry.

Attention everybody! Attention everybody! Calling all towns and villages. Beware!

You better lock up your doors today because Abu Hassan is on his way.
Go in hidin' when he comes ridin' says him and his forty thieves.
Your wives and children and money, too.
He'll steal them from you before he's through.
He's out gunnin', so start in runnin' from him and his forty thieves.
Abu Hassan! Abu Hassan!

In every village he'll steal and pillage.
There's nought he'll spare.
Abu Hassan! Abu Hassan!

If he should spy you then we defy you to cross his path if you dare.
Hotdog! Hotdog!
What? Another illusion? I can't understand it.
Hey, what's going on? Woah!
Get on, horsey.
Come on. There's a big bag of wind blowin' through here.
Shirt? Shirt! Hey, gimme back me shirt. What's the big idea? Stop in the name of the Coast Guard.
Oh, you little tough guy, eh?
Do I make a good model? Take me home for a $1.98. That's half the price.
Hey, your pen knife's bent. I'll straighten it out for ya. How's that?
You! I show you!
Hey, you could hurt somebody with that thing. You got rivitism.
Why, you! Look, look, look, see.
Hey, gimme back my belt. Pretty good. What this one. Abu hasn't got 'em anymore.
You want to make fool from me, huh?
You beat me to it.
I hang 'em up quick. You make fool from me.
Hey, I'm burnin' a candle at both ends. Let me out of this thing.
Ali Baba!

Chicken. Barber. Teeth. Fish.
How do I get out of here now?
Popeye, they're taking me away! I don't like it. I don't like it!

Abu Hassan! (Abu Hassan!)
Now make no error. I'm called the terror of every village and town

Hey, what am I hanging around here for? Come on. That's using your head. Where did those guys go to? What til I get a hold of them. I'll show him a thing or two. Taxi, taxi! Follow that Aba Kadaba Hassy guy, will ya? Come on. Get going. That a boy. Show 'em your heels. Wake up there. Hey, you got four flats. No wonder you can't run. Camel cakes - step on it! Get going there. What's the matter. Woah! It's dry - that's what's the matter here. Boy, you eat up an awful lot of gas for only a 2-cylinder. That's not for you young fella. Here we go!
Boy, we beat 'em to the punch that time. Come on, the whole forty of ya. I'll take you on one at a time. Come on.
Open sesame.
Open what? Wait for me. Wait for me. Open sessie. Open Cecil. It's giving way. It's giving way. It's a violation for having no exit that you can go into. I hope this isn't a one-way street. I've got to give all these jewels back to the people. Tippy toe. I hope I see them before they see me. Tippy toe. Olive!
Washee. Washee. Washee. Washee.
Hey! Must be thieves around here.
Now's my chance. Hey! You gotta give back all them jewels to the people you took. How'd you get in here?
Oh, this wash it getting heavier and heavier, and I... oh, Popeye! My darling. My sweetheart.
Hey, what is this? A wishing well or something? I wish I was out of this place, that's what I wish. A flounder. A snapper. You're liable to hurt your teeth on me. Somebody's gonna be sorry for this. Open, says me.
One at a time here. Hey, how'd you like to go for a little ride? Here I am. Over here. 5, 10, 15, 20, 25, 30, 35, 40. Oh, yeah? How does that strike ya?

I may be a shortie
But I licked the forty
I'm Popeye the Sailor man

Written Text

A Paramount Picture
Stereoptical Process and Apparatus Patented. Patent Number 2054414
A Popeye Color Feature
Adolph Zukor presents a Max Fleisher Cartoon in Technicolor
Associated Artists Productions presents Popeye the Sailor
A Famous Studios Production by ? with King Features Syndicate, Inc.
Popeye Meets Ali Baba's Forty Thieves
Direction: Dave Fleischer
Animation: Willard Bowsky, George Germanetti, Orestes Calpini
Music and Lyrics: Sammy Timberg, Tot Seymour, Vee Lawnhurst, Sammy Lerner
Approved, Certificate No. 01503
By Arrangement with King Features Syndicate, Inc and Segar
Western Electric Noiseless Recording
Copyright MCMXXXVII by Paramount Pictures Inc. All Rights Reserved

Coast Guard Station
Bacon & Eggs 45c
Gas, Flats Fixed
1 Day, 2 Days, 3 Days, 4 Days, 5 Days, 6 Days, 7 Days, 8 Days, Full

A Paramount Picture in Technicolor
This picture has been presented by a.a.p.
Associated Artists Productions, Inc.

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