In May 1941, Paramount Pictures assumed ownership of Fleischer Studios, which had borrowed heavily from Paramount in order to move to Florida and expand into features (Gulliver's Travels and Mister Bug Goes to Town).^[13] By the end of the year, Max and Dave Fleischer were no longer on speaking terms with each other, communicating solely by memo.^[14] Paramount fired the Fleischers and began reorganizing the studio, which they renamed Famous Studios.

With Famous Studios headed by Sam Buchwald, Seymour Kneitel, Isadore Sparber and Dan Gordon, production continued on the Popeye shorts. The early Famous-era shorts were often World War II-themed, featuring Popeye fighting Nazis and Japanese soldiers, most notably the 1942 short You're a Sap, Mr. Jap. As Popeye was popular in South America, Famous Studios set the 1944 cartoon We're on our Way to Rioin Brazil, as part of a "good neighbor" policy between the US government and the rest of the continent during the war.

In late 1943, the Popeye series was moved to Technicolor production, beginning with Her Honor the Mare. Though these cartoons were produced in full color, some films in the late-1940s period were released in less-expensive two-color (usually) processes like Cinecolor and Polacolor. Paramount had begun moving the studio back to New York that January, and Mae Questel reassumed voice duties for Olive Oyl. Jack Mercer was drafted into the Navy during World War II, and scripts were stockpiled for Mercer to record whenever he was on leave. When Mercer was unavailable, Harry Welch stood in as the voice of Popeye (andShape Ahoy had Mae Questel doing Popeye's voice as well as Olive's). New voice cast member Jackson Beck began voicing Bluto within a few years; he, Mercer, and Questel would continue to voice their respective characters into the 1960s. Over time, the Technicolor Famous shorts began to adhere even closer to the standard Popeye formula, and softened, rounder character designs – including an Olive Oyl design which gave the character high heels and an updated hairstyle – were evident by late 1946. (See List of Popeye the Sailor theatrical cartoons (Famous Studios).)