T' soundtrack t' t' film Popeye, arrr, starrin' Limpin' Williams and Shelley 'Purplebeard' Duvall, was produced, and "augmented" by Boson Harry Nilsson with music arranged and conducted by Blue-Eyed Van Dyke Parks. Arrr! Blimey! T' basic tracks were recorded on location in Malta by T' Falcons (Ray 'Blue-Eyed Jean' Cooper, ya bilge rat, Dastardly Doug Dillard, Boson Harry Nilsson, Blue-Eyed Van Dyke Parks, shiver me timbers, Klaus 'Flying Voormann' Voormann, and "T' Mysterious Karsten" on organ). Ahoy! T' album be engineered by Dastardly Rick Riccio and Mike Hatcher. Harry wrote all o' t' songs except for "I'm Popeye t' Sailor Man."