->''You better lock up your doors today,''
->''cause [[NamesToRunAwayFromReallyFast Abu Hassan]] is on his way''
->''Go in hiding, when I go riding,''
->''Just 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 gunning, so start running,''
->''From me and my forty thieves! Abu Hassan!''
->''My gang's the toughest,''
->''But I'm the roughest,''
->''and that's no lie!''
->''Abu Hassan!''
->''You've got to hand it, to this bad bandit,''
->''Cause I'm a terrible guy!''
-->-- Abu Hassan's opening VillainSong.

After the runaway success of the first PopeyeTheSailor color two-reeler, ''PopeyeTheSailorMeetsSindbadTheSailor'', it was only natural that FleischerStudios decide to immediately make a follow-up in [[TheGoldenAgeOfAnimation 1937]], '''''Popeye the Sailor Meets Ali Baba's Forty Thieves'''''.

The short begins with the villain of the picture, Abu Hassan (yet another blatant {{Expy}} of Bluto) and his gang of thieves riding through the desert (represented with an impressively made 3-D model set, not unlike those employed in ''Sindbad'') as Abu sings the opening VillainSong.

The film then cuts away to Popeye, Olive Oyl and Wimpy, who are just minding their business, waiting for work, when they receive an emergency signal that Abu Hassan and his thieves are attacking a desert town. They quickly make it there in Popeye's [[CoolShip flying boat]], only for it to malfunction and crash land in the middle of the desert. After a night and morning of long walking, mirages and dreadful heat, they finally reach a desert town, where they settle down and have a meal. Cue Abu Hassan and his thieves showing up to ransack the town, prompting the wrath of Popeye as they kidnap Olive Oyl and Wimpy. Popeye chases them down into the Cave of Wonders, where the real fighting begins!

This short has fallen into the [[PublicDomainAnimation Public Domain]], and can be watched on Website/YouTube [[http://www.youtube.com/watch?v=EwgH6vAEHeA here]], in two parts. This short is also a runner-up on The50GreatestCartoons list.

Due to the success of this second two-reeler, a third and final Popeye Color Special, ''WesternAnimation/PopeyeInAladdinAndHisWonderfulLamp'', would be made soon after.

* AnimationBump: The scenes with the 3-D backgrounds.
* BraggingThemeTune: Abu Hassan's opening number.
* CoolShip: Popeye's flying boat from the first half.
* DeadpanSnarker: Popeye's improvised mumbles can be quite amusing to listen to.
-->''"I'd made myself a sandwich if I had sand and a witch..."''
* DeletedScene: The title scene with the cave was missing for years before the Popeye DVD brought it back.
* DigitalDestruction: Mostly averted, as the restored print stays very true to the original colors and features no DVNR damage, although [[JohnKricfalusi John K]] pointed out in his blog that there was a slight color goof in the cave, in that the engineers pulled up all the purple in the film.
* DistressedDamsel: Olive Oyl, as usual.
* DVDCommentary: JohnKricfalusi and his pals provide a commentary for the film on the official Popeye DVD set.
* TheLoad: Wimpy.
* MoralMyopia: When Wimpy is stealing food from behind Abu Hassan's back, Abu remarks "Must be thieves around here!"
* OffModel: Abu Hassan is only a head or two taller than Popeye, yet Abu enters a cave with a door just tall enough to admit himself and his mount, but seconds later Popeye comes up to the same door which now seems to be ten times the height of a man.
* PublicDomainAnimation
* SceneryPorn: The 3-D model sets used at several points of the film. The hand-painted backgrounds aren't too shabby, either.
* SpinAttack: Popeye at one point rolls into a bowling ball and knocks down a group of conveniently lined up guards like pins!
* StockFootage: Parts of this cartoon would be recycled for the 1950 FamousStudios short "Popeye Makes a Movie", which builds the clips around a FramingDevice that Popeye is, [[ExactlyWhatItSaysOnTheTin well, making a movie.]]
* VillainSong: Abu Hassan's opening song.