A beautiful girl, Snow White, takes refuge in the forest in the house of seven dwarfs to hide from her stepmother, the wicked Queen. The Queen is jealous because she wants to be known as "the fairest in the land," and Snow White's beauty surpasses her own.
Popeye is having a dream. In it, Bluto interupts his and Olive's flirtations with one another and keeps having the upper hand.
Olive invites Popeye over for a hamburger dinner. His roommate Wimpy hears this and disguises himself as Popeye in order to be who enjoys the feast.
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.
Popeye is Robin Hood; he's got a sidekick, Little John. Bluto is the tax collector, and Olive is the owner/barmaid at the local pub. Bluto comes to the pub to collect taxes and falls for Olive.
Popeye follows along behind the Mayflower in his own rowboat. He washes up on Plymouth Rock.
Popeye and Olive are atop the highest peak in Yellowstone Park; Olive falls off into a deep hole, where a caveman and dinosaur are still living. Olive almost ends up in the dinosaur, but the caveman (longing for a woman) saves her. Olive falls for him, but Popeye, noticing Olive's absence, comes down and saves her from the caveman. They fight it out; the caveman stuffs Popeye into a not-quite-empty spinach can and feeds him to the dinosaur, but of course, Popeye breaks out and wins the day.
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.
Olive rushes over to show Popeye the headline: Vaudeville is coming back. They agree to rehearse their old act. After a brief song-and-dance intro, the act begins: Popeye demonstrating his strength while Olive displays her flexibility and balance; impersonations of Jimmy Durante, Stan Laurel and Groucho Marx; and the last act, more feats of strength and agility.
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.
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.
Porky can't sleep because mice demolish his plates. A cat offers help and gets the mice out, but invites some friends so Porky still can't sleep.
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.
Popeye runs a small airport, and Pappy wants to be a pilot.
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.