Popeye and Olive watch Brutus the strongman performing at the carnival. The two men quickly become rivals for Olive. But she makes Popeye promise not to fight.
Popeye in his junk-pile jalopy competes with Brutus in his slick race car to win a cross-country race. Brutus employs a series of dirty tricks to keep ahead, while keeping Olive Oyl trapped in his trunk.
Sheriff Popeye captures villain Brutus McBride and throws the scum into jail. His gang of thugs start a big shoot-out in an attempt to free their leader.
Popeye objects to how a bull is being treated by the matador in the bullring, then when Olive Is caught in the Bull, between the matador and the bull, he must use spinach to save the day.
Flying saucers have landed, Olive is unfortunate enough to be captured by a robot man looking for humans. Popeye must take control of the spaceship save Olive and get her home.
Olive the college student is infatuated with Professor Brutus and contemptuous of Popeye's lack of education, leading Popeye to enroll in college himself.
Popeye and Olive are out testing Popeyes new boat on a relaxing boat ride. When out in the ocean they meet Jolly Roger the pirate. Unfortunately Roger takes a fancy to Olive. The pirate kidnaps her and sets school of sharks after Popeye.
Popeye and Olive are searching the jungle for the rare Foola-Foola bird. Following close behind is Brutus, also hunting the bird as there is a reward of a million dollar for finding it.
Popeye and Olive set-sail to a desert island with a map citing the location of Uranium, unknown to them Brutus is already there, He plans on dressing like a gorilla and scaring them away.
Brutus dresses as a native Indian and claims the land as an Indian Reservation after Popeye strikes it lucky searching for gold in the old west. Popeye tries to beat him at his own game by dressing as an Indian too, declaring all out war.
Popeye volunteers to stand guard to protect Poopdeck Pappy's ranch, a rustler tries to get rid of Popeye but is driven mad by his ability to reappear right after he's been lassoed, tied up and even thrown off a cliff.
Wimpy has acquired the SeaHags crystal ball, he is using it to bet on sporting events. Brutus realizes this and steal the crystal ball. Popeye gets suspicious, so sets a trap to get the ball back.
As Popeye and Olive relax on their new boat "The Miss Olive" someone swims beneath stealing items from right under their nose. Luckily Brutus's boating store has a seemingly endless supply of stolen item replacements.
A giant space magnet connected to the top of an astronomer's observatory pulls stuff from outer space to earth. One day it also pulls leather jacket wearing space greasers from Mars.
Popeye is jailed for committing a bank robbery which he insists he didn't commit. He must prove he didn't do it. In a seemingly unrelated subplot, two thugs build a Popeye robot to do their bidding.
The citizens are revolting, they want a new king, someone sweet like Swee'pea! Professor Wotasnozzle suggests making a soup out of Swee'pea is the best way to become just like him.
Popeye, Olive, Wimpy, and Swee' Pea, set-sail to The Sea Hag's island, She has kidnapped Eugene, the Jeep. Unknown to them The Sea Hag is following in her submarine waiting for an opportunity to remove all spinach from Popeye's boat.
The Professor, Popeye and their assistant Brutus are searching for the lost city of "Bubble-On". Popeye is suspicious, he thinks Brutus is more interested in taking the cities treasure than documenting scientific discoveries.
Brutus beats up an alien he sees walking down the street, thinking its Popeye on the way to Olive Oyl's fancy dress party. The alien retaliates by trying to blow up the earth, Popeye and Brutus team up to stop him.
Someone has sent Popeye a present, he opens it to find shaving lotion, thinking it's something Olive Oyl has bought for him he puts it on. From that moment everyone hates him and hits him,
Popeye is undergoing a series of government tests, one of which involves using spinach to travel in a rocket at the speed of light. Meanwhile at home Brutus moves in on Olive.
Popeye is called by a lawyer who tells him that he and Brutus are the beneficiaries of someone they know. And that he'll be reading the will at noon. And if one of them is not there at noon they will forfeit the inheritance. So Brutus tries to keep Popeye from getting there at noon.
Olive is a sculptor and puts an ad asking for a model. When Popeye and Brutus see it they both offer their services. and they try to show how masculine and virile they are. But Olive tells them she's not looking for someone who is strong and healthy but someone who is worn down and tired. So both Popeye and Brutus try to mess themselves up but one of them always stops the other.
Popeye is showing off his stage act, a flea circus, Brutus is tired of hearing the rave reviews about it so destroys the act by setting a dog loose on stage.
Olive insists that Popeye babysit her Niece while she goes out, Popeye hasn't slept for 6 days and begins to fall asleep on the job, he gets put in a dress and Olive takes offence thinking he's making fun of her.
Popeye, Olive and Wimpy accidentally walk to Egypt, Olive is Kidnapped by Egyptians and taken to the temple below a Sphinx, Popeye goes to rescue her and Wimpy does what he does best, cook the hamburgers.
Popeye, Olive and Wimpy Dimpy Doo find themselves in a spooky mansion, full of apparent ghostly goings on. It turns out The Sea Hag and Toar use the deserted Crepe Cod Inn as a hideout for printing counterfeit money.
Poopdeck Pappy entertains Swee' Pea by telling him about his adventures in the old west. Popeye thinks he's lying and Pappy tries to prove it's true, which leads to Popeye rescuing him a lot.
Popeye drifts off to sleep while reading a book about juggling. He dreams Swee'Pea is the star juggler in a circus and is under the contract of a Brutus like ringmaster.
Olive is captured and taken to Goonland to marry the Goonking, Popeye is caged and his can of spinach is taken from him. The situation is looking grim all round.
Popeye and Olive break up after a bitter argument. In a rage, Popeye joins the Foreign Legion. Meanwhile, a sultan decides Olive will be his 75th wife.
Olives new dog is taken by Brutus the dog catcher, Popeye dresses up in a dog costume to save her. A chase takes place, Popeye escapes still dressed up as a dog, confusing Brutus, who thinks he's seen a talking dog.
The Sea Hag has an entire island believing that she is the god from the deep, her plan is to get rid of the natives and open an expensive villains resort. Chief Knucklebone, who is not convinced, summons Popeye to investigate.
Brutus is an egotistical French director making a film about Antony and Cleopatra, starring Popeye and Olive Oyl. But Popeye may not survive the production.
Popeye visits the local stream for a relaxing swim but is surprised to find a couple of dam-building beavers. A battle begins and eventually Popeye admits defeat and goes for a swim in the beaver's reservoir.
It's a big Baseball game between Popeye's team and Brutus's team, with Wimpy as the umpire what could possibly go wrong. Olive is rooting for Popeye, at least she is at first.
Popeye Journeys to the Lost deserted desert in a quest to find The Lost Dutchman's Mine and its rumored contents, golden nuggets. Brutus is of course also in the desert waiting to steal the goldmines treasure.
Popeye is now the manager of a service station, he provides a good service with free extras. Brutus comes along only wanting the free extras, including free access to another customer, Olive Oyl.