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.
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.
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