The plot revolves around Olive Oyl's infatuation with comics character Superman. Overhearing her rejection of Popeye as someone who does not measure up to this ideal, Bluto hurriedly shaves off his beard and bursts through her apartment window in a Superman costume, looking somewhat the part, and dispatches Popeye with a short but potent punch. Popeye rebounds from this blow and challenges "Superman" to prove that he is indeed the better man.
Through the use of subterfuge Bluto succeeds in convincing Olive--and half-convincing Popeye--that he does indeed possess superhuman powers. He hurls Olive out her upper-floor window and urges Popeye to "save the fair damsel." Popeye desperately races down multiple flights of stairs to try to catch her before she hits the ground, but Bluto dives out the window after Olive and, attaching an umbrella to his cape, floats to Earth with her safely in his arms. The two laugh uproariously at Popeye's failure.
Popeye is not won over. Standing conveniently close to a railroad track, Bluto announces another test--to stop a moving train. Bluto holds out one hand and does exactly that, although the audience can see that the train has in fact stopped at a station to let out passengers. When Bluto 'releases' the train, Popeye stands in the middle of the track to try to replicate the feat, but he punches a hole through the whole train instead. While clearly weakened after this, he comes up to Bluto and declares that he "still ain'tsk convinced."
Bluto declares, "This is something only Superman can do!" Producing a machine gun, he commands Popeye to "Pepper me chest with this!" Popeye hesitates, "But that'd be moider!" Bluto responds ominously, "Yeah, when it's your toin!" We see Bluto momentarily conceal himself behind a tree and insert a bulletproof vest under his shirt. He crouches, tauntingly sticks out his chest, and yells, "Shoot!" Despite his misgivings, Popeye does as he is told, and the bullets ricochet off harmlessly. Returning to his ominous tone of voice, Bluto announces "Now, you're gonna be the big shot!" As if facing a firing squad, Popeye stands 20 paces from Bluto and awaits his fate with trepidation. Olive tries to intervene but Bluto swipes her out of the way. Bluto fires with a dastardly grin on his face; Popeye falls to the ground, seemingly mortally wounded as a funeral dirge plays. A remorseless Bluto grabs Olive in his arms and starts to run from the scene.
The usual demands for a kiss are not present in this cartoon, so Bluto sets to work at once cruelly securing Olive to a railroad track in the best Perils of Pauline tradition. During the process of knot-tying, Bluto's telltale sailor's cap pops out of its place of concealment in his suit, enabling Olive to point an accusative finger at the villain and his evil deceit. Meanwhile, we see the fallen Popeye stir to life, and we learn that the 'fatal' bullet had in fact struck the metal spinach can that had been stashed inside Popeye's shirt in front of his heart. Devouring its contents, Popeye is instantly transformed into a superhero version of himself, with a red cape on his back and a gold letter 'P' on the front of his sailor suit. Using his pipe for propulsion, Popeye flies through the sky, giving Bluto and Olive a fireworks show and cause for speculation (a spoof of Superman's 'It's a bird, it's a plane' introduction). He then reappears on the ground and finishes, "It's Popeye the Sailor!!'
Next, we see Bluto on a mountaintop, attempting to dislodge a huge boulder with a tree trunk. With great effort, Bluto sends the stone careening downhill right towards Popeye. But the heroic sailor, with the superpowers granted by spinach, is able to blow the boulder back uphill, aimed straight at Bluto. The look of smug confidence disappears from Bluto's face, replaced by abject fear as he runs for dear life.
Bluto dives behind a triangular-shaped grove of trees which is then struck head-on by the boulder, as in a game of bowling. The trees fall in a jumble, then Bluto strikes the ground in their midst, bouncing repeatedly as the allusion shifts to the game of pick-up stix. He finally comes to rest, no longer any kind of a threat. Meanwhile, Popeye struggles to untie Olive and, failing to free her in time as a train approaches, at last succeeds at the train-stopping challenge by punching the fast-moving locomotive a split second before it would have crushed her.
- This may be considered a crossover feature since it makes direct reference to the "real" Superman and even shows him in action, in his comic's panels and also appearing in memorabilia.
- The theme from Fleischer Studios' Superman cartoon series can be heard in the beginning as scenes from the comic Olive is reading are shown.
- She-Sick Sailors at the Internet Movie Database