The third volume in the series contains the remaining 32 black-and-white Popeye cartoons, 18 by Fleischer Studios and 14 by Famous Studios after Paramount took over and fired the Fleischer brothers. The change of creative heads is very apparent, and not always for the better. There are also less special features in this collection, so while this two-disc set still has enjoyable moments, it would be better left to completists as the previous two volumes offered more laughs.

The adventures and style of the Popeye cartoons change over the course of the shorts collected here. From “The Mighty Navy” onward, Popeye is most-often seen wearing Navy whites. Understandably as WWII raged and the United States became involved, Popeye fought less frequently with Bluto over the fair hand of Olive Oyl and tackled the Axis powers.

In fact, in “Seein’ Red, White ‘N’ Blue,” Popeye and Bluto share a can of spinach and fight together against Japanese agents. Rather than sanitize the prejudices of the past and ignore their existence, Warner Brothers presents the cartoons as they were created, so whenever the Japanese appear, they are depicted as buck-toothed and slant-eyed, wearing thick glasses and speaking broken “Engrish.”

The change of style is discussed on two commentary tracks.

On “Me Musical Nephews” director John Kricfalusi points out how the look of Popeye has changed. From this short forward, he is not as ugly. He has softer, rounder features, possibly affected by Disney characters. An obvious change is his eyes have whites and aren’t just black pupils. Kricfalusi points out other Disney comparisons, such as some of the gags of the nephews playing instruments in this cartoon are reminiscent of the Seven Dwarves playing in Snow White, and that Pip-Eye, Pup-Eye, Poop-Eye, and Peep-Eye were likely modeled after Donald Duck’s nephews Huey, Dewey, and Louie. It is odd for both Donald and Popeye to have nephews when we don’t mean the siblings who sired them.