All's Fair at the Fair is the 151st Popeye cartoon, released by Famous Studios on December 19, 1947. It features Popeye as the protagonist, Bluto the Bravo as an aerialist and main antagonist, Olive Oyl as the love interest, two carny barkers, a champion laying hen, and a prize bull.
The cartoon begins with an aerial view of the county fair. The view pans Earthward, and a banner is seen that reads, "Sensational-Daring Stratosphere Balloon Jump," and a barker's voice is heard announcing the jumping daredevil, "Bluto the Bravo", who quickly draws in a crowd. Olive Oyl, who is attending the fair with Popeye, soon spots the strongman and goes to watch him while Popeye admires the champion bull.
Bluto then sees Olive and is immediately smitten. As Popeye at last notices that Olive is gone from his side, he sees her already strolling arm-in-arm with Bluto. Popeye then walks up to them and takes Olive back, much to Bluto's anger. Next we see a series of vignettes where Popeye attempts to take in various attractions with his date and is sabotaged at every turn by his sinister rival, which results in Olive suffering much pain and humiliation.
Eventually, Olive has enough and goes with Bluto, completely unaware that he was the cause of her misfortunes. He then leads her into the "stratosphere balloon", where Bluto cuts the tether and Olive shrieks with alarm. As they float aimlessly into the air, Bluto pulls down a shower curtain in order to forcibly steal a kiss from Olive, much to her shock.
Olive screams for Popeye's help, and the sailor proceeds to climb the anchor line, but Bluto dispatches him back to Earth by dropping a sandbag onto him. As Bluto pursues her around the surface of the balloon with a motorcycle, Popeye has chanced to land in a box of skyrockets marked "Fire Works To-Night". His pipe ignites the fuse, and he is blown back up to the balloon, preventing the kiss Bluto was about to plant on Olive, and both men then engage in a fearsome brawl.
Meanwhile, the rocket ignites the balloon's wicker passenger basket, and Bluto takes the craft's only parachute in order to jump overboard. Popeye tries to stop him, but becomes ensnared in its canopy. Bluto takes advantage of the situation to pummel the restrained hero and send him falling - into a building marked "Spinach Canning Exhibit".
An automated device plugs Popeye's mouth full of the vegetable, giving him the energy to stand once more. Popeye promptly proceeds to punish Bluto, whom he smashes through the skylight of a facility labelled "Hay Bailing Demonstration". With Bluto wholly beaten, Popeye utilizes a test-of-strength pole to catapult himself back skyward to save a falling Olive Oyl. With Olive now rescued, the two now gently float back to Earth in a folding chair tied to an umbrella.
- All's Fair at the Fair at the Internet Movie Database