The cartoon begins with an outside view of a huge circus tent with banners flying. We are led inside, where we see Ringmaster Bluto in a spotlight introducing "that death-defying sensation, Popeye!" As Popeye begins to put his head inside a lion's mouth, Bluto morphs momentarily into a wolf and, fingering his mustache, muses, "Hmmm, what a feature attraction I'd make with Olive Oyl!" He sneaks a raw steak on top of Popeye's head, which makes the sailor a laughing stock with the crowd and leads to Olive's accusation that he is "butchering the act".
Next we see Popeye on the high-wire, blindfolded, holding an upright piano on which Olive plays "Ac-Cent-Tchu-Ate the Positive". Bluto eats a banana and slyly tosses the skin right beneath Popeye's foot. Popeye slips, and suddenly the pair and the piano are being held aloft by the tenuous hold of Olive's nose on the wire as the crowd howls in derision. To make matters worse, Popeye hyperventilates, and the effect on his pipe gives Olive a hot foot and sends the whole act careening to Earth. Bluto deftly sabotages the safety net, knocks Popeye out cold, and pours a bottle of whiskey over him to make him appear inebriated. Olive sniffs him and screams: "He's DRUNK!!" as the crowd boos. Bluto grabs Olive in an embrace as he proclaims, "Babe, the show will go on!" He rips off his ringmaster's outfit to reveal an acrobat's leotard and an impressive physique underneath, and he flexes his muscles as triumphant music blares, the crowd roars its approval, and Olive flirtily tells Bluto he's handsome. The musclebound fellow picks up The Sailorman and tosses him out of the ring with a derisive order to "Hit the road, ya bum!"
In the next scene, we see Bluto hanging from a trapeze bar by his feet, utilizing Olive Oyl as a yo-yo, kissing her on every rebound as she screams for Popeye. At last Popeye finds his way to his spinach and pops himself into Olive's tutu and takes her place at the end of Bluto's yo-yo string. As Bluto kisses Popeye, Popeye pulls the big guy off his perch by his beard and a fight ensues on the trapeze high above the crowd. For three exchanges, the two combatants appear evenly matched, despite the fact that Popeye is strengthened by spinach. In the final exchange, however, Bluto misses with a left hook but Popeye nails him decisively with a right. Bluto sails the width of the great circus tent and through a series of impediments and right into a 'human cannonball' cannon. Popeye pulls the fuse and we watch the devastated behemoth get catapulted from prop to prop in the upper reaches of the tent.
Popeye makes a mock attempt to "rescue" Bluto with a high dive tank from which the bottom is missing. At the last moment he substitutes a water bottle from a drinking fountain, and as the scene closes we see Bluto's bulk bottled up helplessly and held aloft by Popeye as mocking music plays.
- Tops in the Big Top at the Internet Movie Database