Popeye and Olive are grooving to the sounds of Wimpy the organ grinder, but their neighbor Bluto wants him to move on. Popeye and Bluto settle their disagreement in their usual fashion.

Olive runs some kind of boarding school. She serves her charges a huge bowl of spinach, but they are less than enthusiastic about it. Popeye comes by and demonstrates the values of spinach: he feeds some to a tree, which grows huge and sprouts a variety of fruit; he feeds a hen, which lays a dozen eggs, and he eats some himself to resist a prizefighter passing by.

To finally defeat Popeye, Bluto sets out to destroy the spinach crop.

Popeye is doing a great job of sinking Japanese ships (complete with toilet-flush sound effect). A carrier pigeon brings him notice that he's been granted a month furlough, which he plans to spend with Olive and his nephews. But on arrival, he's run over by Olive, who immediately leaves him alone with his nephews, who are practicing home defense.

Policeman Wimpy loses his handcuffed prisoner when he's distracted by a hamburger shop. The escapee drops into the weapon-filled pawnshop Popeye and Olive are running, and quickly gets in a fight with Popeye.

A Mardi Gras celebration, looking pretty much like any carnival. Bluto is a strongman, claiming to be King of the Mardi Gras, and drawing a large crowd. Popeye, nearby, claims only, "I yam what I yam," and has no crowd, but still draws Bluto's wrath.

Popeye induces Bluto to join the Army. Bluto is a bit reluctant at first, but the might of Popeye's fists convinces Bluto that Uncle Sam needs fighting men.

Popeye, Olive and Bluto head out to find Popeye's long lost Pappy.

Popeye and Olive are attending a football game; Bluto's team takes the field, and Olive is swept off her feet, becoming a cheerleader for him. Popeye signs up and becomes quarterback of the opposing team, which is skinny and pathetic looking, compared to Bluto's team of huge bruisers. Things go badly, of course, until Popeye eats his spinach and becomes a whole football team himself, winning both the game and Olive.

Popeye's failures in the kitchen send him on a quest for a wife. He visits the "matrimonial agency" and picks Olive at the same time Bluto picks her. Of course, the boys settle their problem with their fists. Soon, Bluto and Olive are visiting Justice of the Peace Wimpy, with Popeye temporarily detained.

Popeye comes to ask Olive out, but finds she's gone off with the title character. Popeye goes to the circus (ringmaster Wimpy) looking for her, to find she's part of the act; an aerial battle ensues.

'Popito' and 'Olivita' are a dance team, performing at Wimpy's Cafe. Bluto is jealous, and heckles and otherwise disrupts the act.