This is a short 1939 documentary on how they made Popeye cartoons at the Max Fleischer Studio in Florida. The cartoon they're making in it is Aladdin and His Wonderful Lamp, which was the third and final in a series of extra-long and color Popeye cartoons Fleischer produced. Max's brother Dave was credited as director but according to most reports, he was more like the producer on most projects.
The animation process depicted is very similar to the way other studios then worked with two exceptions. The Fleischers and their crew had designed a special camera that allowed them to put three-dimensional models in the backgrounds of some scenes. You can see it in action in this film. Also, at other studios, the voices were done before the animation. At the Fleischer Studios, they were done after which is why the lips rarely matched the dialogue.
Max and Dave moved their operation from Manhattan to Miami after a bitter 1937 labor dispute. The Miami studio opened in October of 1938 with most of its resources devoted to the animated feature, Gulliver's Travels. In May of 1941, Paramount Studios — which had been financing and distributing the Fleischer product — called in loans and effectively seized ownership of the animation company. Later that year, Max and his brother Dave had a major falling-out, refusing to work with each other any longer. At that point, Paramount got rid of both men. The business was renamed Famous Studios and in 1943, it was moved back to New York and turned into a very ordinary company. Here's a look at what it was like there before that happened…