One hot June day, three friends decide there is nothing they would like to do more than to get away from London. A boating holiday with lots of fresh air and exercise would be just the very thing, or so their doctors tell them. So, after debating the merits of hotel or camp beds and what to pack, they set off on their voyage - a trip up the Thames from Henley to Oxford - but very quickly find themselves ill-equipped for the trials of riverbank life.
Popeye's ensemble is rehearsing the opening of the Poet and Peasant Overture (with interpolations of the Popeye theme and "I've Been Working on the Railroad"). Maestro Bluto drops in from next door to conduct and play violin and show Popeye up. Popeye plays horribly until he unlocks the previously unexplored artistic benefits of spinach.
In live action, a big kid is attacking a little kid for his "Adventures of Popeye" comic book, so Popeye gives the little kid pointers, in the form of clips from four of his earlier pictures.
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.
An enigmatic young woman has been murdered in a small California coast town. The investigation by the local sheriff uncovers a complex web of relationships centering on the victim; the scattered trail of evidence ranges from a mysterious photograph to the victim's own dog. During the investigation, the sheriff meets and becomes romantically involved with a woman whose connection to the murder is ambiguous.
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 and Bluto are deep sea divers. Popeye has a treasure map; for some reason he cuts Bluto in on the deal, but of course, Bluto's idea of 50-50 isn't exactly fair...
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.
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.
Popeye takes Olive to a stage show of a hypnotist (Bluto), who also levitates objects. While he's doing this, Popeye makes him lose his concentration, so in retaliation, the hypnotist pulls Olive on stage and turns her into a chicken. Popeye comes down to fight and the hypnotist tries to turn him into a monkey, but Popeye pulls a mirror into place. He recovers, and turns Popeye into a donkey, then smacks him around a bit, but spinach comes to the rescue.
The boys arrive at Olive's house at the same time, but at different doors. They both come in, and whenever Olive isn't looking, they start fighting. She catches them, and tells them one will have to leave. Bluto tells Popey that whoever does the best trick can stay. As a result, they find ever more creative ways to abuse each other, much to Olive's merriment. Eventually, though, they start destroying her house, and Olive throws them both out, for a little while, anyhow.
Popeye and Olive Oyl can't ignore it when produce vendor Bluto comes by with his terribly overloaded cart, whipping his horse and denying it water. They intervene.
