Popeye and Olive are feeding squirrels in the park when the rich and elegant Count Marvo (Bluto), the magician (and practical joker), rides up on his horse and steals Olive away, while tricking Popeye with an exploding cigar and other gimmicks.
Jack MercerPopeye (voice) (uncredited)
Mae QuestelOlive Oyl (voice) (uncredited)
Jackson BeckBluto (voice) (uncredited)
Bluto dirties all of an office building's windows himself, to drum up business for his window cleaning service. When he gets to Olive's stenographer office, about ten floors up, she says no: Popeye's going to wash her windows. And the battle with Popeye is on.
Popeye's 99-year-old father won't admit he's too old to help Popeye build a ship. Popeye tells him to build one side while he builds the other; Pappy's side is a mess. He falls asleep helping hoist the mast. While Pappy sleeps, Popeye rebuilds his side and finishes the above-decks, with a little help from spinach, of course.
A hypnotist, frustrated by not having anyone to practice on, cold-calls Olive and hypnotizes her over the phone into coming to his office. Popeye rushes after her.
Olive gets a phone call that she has won first prize in a sweepstake. After a frantic search, she locates her ticket, only to have it blow out the window. Help, Popeye!
Poopdeck Pappy has a hangover. He asks Popeye to help him by keeping the noise down. Among the disturbances he deals with: a crying baby across the way, a horse-drawn milk truck, a factory whistle, a radio, a traffic accident, a construction site, and a blasting site.
Popeye's Pappy takes a flagpole sitting job atop a tall building without telling Popeye. Popeye goes to rescue him, but he doesn't want to go until an electrical storm hits.
Popeye joins the US Navy and routs the enemy in a one-man battle, but not before he causes his commanding officer plenty of aggravation.
Rip Van Winkle is being thrown out for nonpayment of rent (for twenty years). Popeye happens by and carts the sleeper home, but soon discovers that Rip has a sleepwalking problem that gets both of them into some trouble with some dwarves.
Shore leave in South America; Bluto muscles in on Popeye's girl, Olivia Oyla. Popeye muscles him out, but when they get to the conga club, he doesn't care to dance, so Bluto wins again.
Popeye's nephews have been practicing their music and are getting good, but it's bedtime. After Popeye puts them to bed, they discover that many of the things in their bedroom can also be used to make music. And they are also blessed with an uncanny ability to appear to sleep every time Popeye comes to check on them.
Bluto's in the Army; he tries to sneak off base, but can't. Popeye passes by, Bluto invites him in, then swaps uniforms. Popeye ends up in a tank drill.
Popeye's on a battleship, on which he's banished to the boiler room. A Japanese sub comes along. Can Popeye save his ship from the enemy?
Popeye and Bluto agree that women are too much trouble, so they agree to swear off them, which lasts about five seconds, until Olive comes on board ship for a tour. The boys vie for her attention.
Bluto thinks he needs a complete rest (and a pretty nurse), at Havarest Hospital. Popeye, however, soon teaches him that honest toil is best as he puts him through a workout in the rest hospital.
Mystery Pictures is looking for a stunt man. Swee'pea tags along with Popeye, but he sends the tot home. Popeye shows clips of his stunts to the director, who is impressed; when he goes to put on the last reel, Swee'pea, who snuck back in, hands him Lost and Foundry (1937), which features Swee'pea saving the day. The director signs Swee'pea.
William Tell shoots an arrow, barely missing Popeye, then tells Popeye that he has just lost his son in an unfortunate arrow incident. Tell then defies the High Governor and is ordered to shoot an apple off his son's head; Popeye stands in for his son.
Popeye and Bluto pass by Olive's blacksmith shop and are smitten. Olive needs help, and of course both of the boys offer, and demonstrate their prowess at blacksmithing.
Actually, Popeye and Bluto are already there. They visit a nightclub, where the featured singer/dancer is, of course, Olive Oyl.
Popeye takes Olive to the zoo, where she's spotted by zookeeper Bluto, who tries various stunts to impress her and/or get rid of Popeye.
Popeye and Bluto battle over Olive in an amusement park.