CD One:
1. Sweethaven (2:53)
An anthem
(Performed by The Citizens of Sweet Haven)
2. Blow Me Down (4:09)
Popeye enters Sweethaven
(Performed by Robin Williams as Popeye)
3. Everything Is Food (3:08)
(Performed by Paul Dooley as Whimpy, Allan F. Nichols as Roughhouse, The Toughs, Barbershop and The Steinettes)
Previously unreleased on the soundtrack album, but featured in the film
Recorded at Lionsgate 5-8-80
4. Rough House Fight* (:43)
5. He's Large (4:20)
The Eve of Olive's engagement to Bluto
(Performed by Shelley Duvall as Olive Oyl)
6. I'm Mean (2:35)
Bluto
(Performed by Paul L. Smith as Bluto)
7. Sailin' (2:47)
Popeye and Olive sing to Swee'pea
(Performed by Shelley Duvall as Olive Oyl and
Robin Williams as Popeye)
8. March Through Town* (:48)
9. I Yam What I Yam (2:16)
Popeye's declaration of self
(Performed by Robin Williams as Popeye)
10. The Grand Finale* (1:34)
11. He Needs Me (3:33)
Olive acknowledges Popeye
(Performed by Shelley Duvall as Olive Oyl)
12. Swee’Pea's Lullaby (2:04)
Popeye's note to Swee'pea
(Performed by Robin Williams as Popeye)
13. Din' We (3:05)
Bill Barnacle's lament
(Performed by Robert Fortier as Bill Barnacle - the Town Drunk)
14. It's Not Easy Being Me (2:18)
Poopdeck Pappy is held hostage by Bluto
(Performed by Ray Walston as Poopdeck Pappy and Paul L. Smith as Bluto)
15. Kids (4:27)
Poopdeck Pappy's opinion
(Performed by Ray Walston as Poopdeck Pappy)
16. Skeleton Cave* (:40)
17. Now Listen Kid/To The Rescue/Mr. Eye Is Trapped/Back Into Action* (5:04)
18. Saved/Still At It/The Treasure/What? More Fighting/Pap’s Boy/Olive & The Octopus/What’s Up Pop/Popeye Triumphant* (3:09)
19. I'm Popeye The Sailor Man (1:22)
Boop! Boop!
(Performed by Robin Williams as Popeye)
(Written by Sammy Lerner)
20. End Title Medley* (3:34)
(Composed by Harry Nilsson and Thomas Pierson)
CD Two (The Harry Nilsson Demos):
1. Sweethaven (3:03)
Recorded at Gold Star Studios Hollywood, CA 7/5/79
2. I'm Mean (3:21)
Recorded at Gold Star Studios Hollywood, CA 7/5/79
3. Swee’Pea's Lullaby (2:50)
Recorded at Gold Star Studios Hollywood, CA 7/5/79
4. Blow Me Down (3:02)
Recorded at Gold Star Studios Hollywood, CA 7/21/79
5. Everything Is Food (3:43)
Recorded at Gold Star Studios Hollywood, CA 7/21/79
6. He Needs Me (3:09)
Home demo, recorded May 1979
7. Everybody’s Got to Eat† (3:24)
Probable recording location, Malta, January – March, 1980
8. Sail With Me (2:53)
Probable recording location, Malta, January – March, 1980
9. I Yam What I Yam (3:08)
Probable recording location, Malta, January – March, 1980
10. It's Not Easy Being Me (2:24)
Probable recording location, Malta, January – March, 1980
11. Kids (3:52)
Probable recording location, Malta, January – March, 1980
12. I'm Popeye The Sailor Man (2:58)
(Written by Sammy Lerner)
Probable recording location, Malta, January – March, 1980
13. I'm Mean (2:59)
(Performed by Harry Nilsson with Paul L. Smith)
Probable recording location, Malta, January – March, 1980
14. He Needs Me (9:29)
(Shelley Duvall audition with Harry Nilsson)
Recorded at Cherokee Studios, Hollywood, CA, 7/21/79
Produced by Steve Cropper and Bruce Robb, assistant engineer Larold Rebhun
Bonus Tracks:
15. Everybody’s Got to Eat† (Performed by Paul Dooley) (2:05)
Probable recording location, Malta, recording date unknown
16. Din’ We (3:02)
Home demo, probable recordings dates June –September, 1979
17. Sailin' (4:52)
Home demo, probable recordings dates June –September, 1979
18. I'd Rather Be Me† (6:30)
Home demo, probable recordings dates June –September, 1979
*Not included on the original soundtrack album
†Not included in the film
