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After wrecking Popeye's ship and stealing away Olive Oyl, hero of Arabic legend Sindbad decides to test him and his ever-resilient new rival's strength in order to prove their supremacy as the "most remarkable, extraordinary fella" of Sindbad's menagerie island.

Popeye the Sailor, accompanied by Olive Oyl and Wimpy, is dispatched to stop the dreaded bandit Abu Hassan and his force of forty thieves.

Popeye sails to Goon Island in search of his Pappy. He finds the place populated by the imposing, but ugly, goons, and a "no humans" sign. His imprisoned pappy at first ignores him, but when Popeye is caught by the goons and carried off, his can of spinach lands near Pappy and it works just as well on him as it does on Popeye.

Popeye, Olive Oyl and more King Features Syndicate comic strip characters are invited on a cruise hosted by Professor Grimsby, a mad scientist who wants to eliminate laughter from the world. When the ship is held hostage on his island lair, it's up to the much more action-inclined Mandrake the Magician, Steve Canyon, and Flash Gordon (among others) to save the funnymakers from their eternal inprisonment.

Popeye and Olive, adrift on a raft, land on what apparently is Africa, and are immediately battling elephants and gorillas (also a moose!). Popeye eventually battles an entire menagerie at once - after first gulping down a can of spinach, of course.

Popeye skates over to Olive's house to give her a Christmas present: ice skates of her own. While he's teaching her, Bluto skates up and gets fresh; of course, Popeye fights him. When Olive rejects Bluto again, he sends her careening on an ice floe towards a waterfall.

Popeye and Olive Oyl visit a rodeo.

Popeye and Bluto stop by to see Olive and fix her leaky faucet. Popeye does it better, and Bluto gets jealous, so he starts rerouting Olive's plumbing and causing all sorts of leaks.

Pierre Bluto, running a logging camp, has thrown Olive into the river because he didn't like her spinach. Popeye rescues her and proceeds to beat Bluto in a lumberjack contest.

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.

Over two hours of classic animation! Includes Pantry Panic, Gumbasia, Mysterious Fires, Trolley Ahoy, Trojan Horse, Betty Boop and the Little King, Gabby Goes Fishing, Gopher Spinach, You Can't Shoe a Horsefly, The Wizard of Oz, Pleased to Eat You, Boy Meets Dog, Campus Capers, Hansel & Gretel, Suddenly It's Spring, A Car-Tune Portrait, Ups and' Down Derby.

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.

Olive is reading a romance novel and munching on a gift box of candy from Bluto when Popeye drops by. She's too absorbed to notice him, so he feigns illness. The doctors are at a loss for a cure.

Popeye takes Olive roller skating in a rink. She's never skated before, so he has to teach her, and she's not a quick learner. Before long Olive ends up outside the rink, rolling wildly out of control.

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...