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 Mae Questel as Olive Oyl, with Lou Fleischer as J. Wellington Wimpy and Gus Wickie as Abu Hassan. It should also be noted that 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.

Plot:

Ali Baba does not appear in this film, but 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 Ali Baba's secret cave, where, failing 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 give the Forty Thieves' stolen jewels back to the people. 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 them 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)"

Release and reception:

Forty Thieves was produced while Fleischer competitor Walt Disney was entering the final months of production on his first animated feature, Snow White and the Seven Dwarfs. It made full use of Fleischer Studios's multiplane camera, which they had been experimenting with for some time. Disney had just released The Old Mill, their first 3-D cartoon, and were advertising their upcoming Snow White as multiplanal as well. As such, advertising for "Forty Thieves" accented the fact that it was 3-dimensional. It was released just weeks before the seasonal Los Angeles premiere of Snow White and was essentially the only animated competition for the feature.

Directed by Dave Fleischer
Produced by Max Fleischer
Voices by Jack Mercer, Mae Questel, Gus Wickie, Lou Fleischer
Music by Sammy Timberg, Sammy Lerner, Tot Seymour, Vee Lawnhurst
Animation by Willard Bowsky, George Germanetti, Orestes Calpini
Studio Fleischer Studios
Distributed by Paramount Pictures
Release date(s) November 26, 1937
Color process Technicolor
Running time 17 min (two reels)
Language English
Preceded by Proteck the Weakerist
Followed by Fowl Play