AllMovie

Pulling into port after a long sea voyage, Popeye proposes to his girl friend Olive Oyl, only to be informed that she loves another sailor. What follows is a cartoon-length rendition of the notoriously ribald drinking song "Barnacle Bill the Sailor", with bowderlized lyrics and generous doses of slapstick. Since Popeye's romantic rival Barnacle Bill bears a startling resemblance to his old adversary Bluto, an outsized brawl over the affections of "fair young maiden" Olive is a foregone conclusion--and this time, it's all set to music. Beware of Barnacle Bill is not a remake of the 1930 Fleischer"Talkartoon" Barnable Bill, though many of the gags are similar.