In the old days of the Seven Seas, Popeye the Sailor Man and Bluto Brutus the Terrible were once great friends. Popeye had heart, while Bluto had humor, and both had many great adventures together. But their little friendship slowly tears them apart when a beautiful girl walks on board the ship, Olive Oyl. Now filled with jealousy, pride, and desperation, the two sailors fight each other over the sweetest landlubber, unaware of their conflicting relationship.