Popeye the Sailor, accompanied by Olive Oyl and Wimpy, is dispatched to stop the dreaded bandit Abu Hassan and his force of forty thieves.
Two sailors Sindbad and Popeye decide to test themselves in order to prove their supremacy. Popeye is then presented with a series of daunting tasks by Sindbad.
Olive tells Popeye and Bluto that she loves a man in a uniform, so they try to sign up at the recruiting station - that can only take one of them.
Popeye takes Olive mountain climbing. Bluto sets various traps for them along the way.
Popeye is wooing Olive on the phone when Bluto comes over. He overhears, taps into the line, and impersonates Popeye. They proceed to have a high-wire fight on the telephone lines outside Olive's house.
Olive is moving out of her apartment; she's hired Bluto to move her things, but Popeye comes over to visit and won't be shown up.
Olive preaches the need for brotherly love on the radio. Popeye, hearing this, does a number of good deeds: helping two workmen raise a safe, straightening a wrecked car, and helping two boys sneak into a baseball game. But when he tries to break up a fight, it's more than he can handle alone. Olive and her followers come along and try to help, but it's too much for them, too. Of course, once Popeye has his spinach...
Popeye applies for a lifeguard job when he sees Olive in the pool, but Bluto also wants the job (and Olive). The manager, Wimpy, asks them to demonstrate their skills in a contest. Popeye does well, until Bluto demonstrates lifesaving and first aid on him.
Popeye and Olive are taking a ferry run by Bluto. When they find out the fare, they decide, with Wimpy, to build a bridge. Bluto does what he can to sabotage this plan - until spinach time, of course.
Popeye takes Swee'pea to the zoo and spends most of his time rescuing the tot from the various animals.
Wimpy is working for Bluto in his diner and trying to filch all the food he can eat. Popeye comes in and orders roast duck, but Wimpy grabs the drumsticks, then coats it with pepper sauce. Popeye walks out in anger and Bluto comes after him. Wimpy takes advantage of the resulting battle to load up on hamburgers.
Popeye teaches Olive the art of self-defense, which comes in handy when a woman boxer flirts with him.
Popeye is running a women's gymnasium next door to Bluto's cabaret. Seeing Popeye's greater success with women, Bluto dresses in drag and challenges Popeye to various feats of strength.
Popeye drives up to take Olive for a ride, but Bluto in his much fancier car does what he can to spoil their jaunt.
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.
In Judge Wimpy's courtroom, Bluto accuses Popeye of assault and battery; he claims to have been attacked by him on several occasions, without provocation. Popeye then tells his side.
Popeye and Bluto are, believe it or not, pals and partners in a moving company. (Maybe it's because Popeye isn't squinting here.) Anyhow, Olive has made the mistake of hiring them. She hasn't finished packing yet, so the boys, smitten as soon as she answers the door, compete to help her. Once packed, they compete to move more impressive piles of her belongings. Popeye easily wins these contests, even though Bluto locks him in the van at one point. At the end, Bluto socks Popeye into the piano, then into a table; though he hardly seems to need it, Popeye still eats his spinach, then thrashes Bluto.
When Popeye takes the baby for a walk in the stroller, the little one won't be quiet unless he's sleeping. Of course there's no end of noisiness.
Bluto is the boxing champ, Popeye his challenger, Wimpy the timekeeper. Popeye is pounded mercilessly until Olive comes by with a can of spinach.
Popeye and Olive Oyl visit a rodeo.