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. Popeye turns to Olive and sings, as the film irises out:
"I may be a shorty,
But I licked the Forty.
I'm Popeye the Sailor man!" (toot-toot)
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