After recalling several "spinach moments", Bluto realizes that if there's no spinach, Popeye won't be able to beat him, so he creates a potion to eradicate spinach and sprays all the fields. Out of desperation, Popeye tries several other vegetables, to no avail.

Popeye's nephews have been practicing their music and are getting good, but it's bedtime. After Popeye puts them to bed, they discover that many of the things in their bedroom can also be used to make music. And they are also blessed with an uncanny ability to appear to sleep every time Popeye comes to check on them.

Herman, the city-slicker mouse (looking like a cross between James Cagney and Lee Tracy) visits his barn-mice cousins in the country. There he sees that the barn also has a cat, and Katnip the Kat, is one mean dude who has put most of Herman's relatives on crutches and in slings, and even dispatched a couple of them to…

Bluto builds a Popeye puppet and manipulates it to treat Olive rudely. Then he comes in and takes Olive away. When Popeye discovers the ruse, knocks Bluto out and ties puppet strings to him.

Popeye and Bluto agree that women are too much trouble, so they agree to swear off them, which lasts about 5 seconds, until Olive comes on board ship for a tour. The boys vie for her attention.

Popeye's 4 newphews try to sneak out instead of eating their spinach, so Popeye demonstrates some of the benefits: playing piano, dancing, shadow boxing but each is met with "but we don't like spinach." Finally, Popeye spanks them, and they start eating their spinach. After which, they play the piano until it…

Olive is going shopping and drops Swee'pea off for Popeye to watch. Popeye carves a sailboat for him, but the tyke spots Popeye's battleship, and the puny toy boat will no longer do. He climbs aboard, and there's the expected mayhem. Notable sequences include a stint on the ship's cannon's control board, with Popeye ca…

Popeye wants to get Olive a fur coat, but after a run-in with dishonest furrier Geezil, decides the best way is to go hunting for a bear himself.

Rip Van Winkle is being thrown out for nonpayment of rent (for 20 years). Popeye happens by and carts the sleeper home, but he soon discovers that Rip has a sleep-walking problem that gets both of them into some trouble with some dwarves.

在一个值得纪念的日子里，勇敢的布鲁托博士（品托•·考维格 Pinto Colvig 配音）即将展开一次伟大的非洲探险。他和死对头兼好友大力水手卜派（杰克·梅瑟 Jack Mercer 配音）在港口前互道珍重，两人笑呵呵地你一拳我一脚，看得出来虽然平时经常打架，但是彼此的友情非常之深。自从布鲁托离开后，大力水手的生活变得极其无聊，度日如年，无时无…