Popeye is tossing and turning in his sleep. He dreams of himself up in the clouds sitting with an angelic Olive Oyl. Soon, however, a hairy faun-looking Bluto materializes and leads the angel away to have a picnic. Popeye is left behind bars - in fact, the bars from his bed. In his dream, he sees himself traversing the clouds on a bike to catch up with Bluto and Olive's, but comes across a steamroller just as Bluto turns our hero's bike to a unicycle - which in turn transforms into a snail at such inappropriate time. The steamroller however turns to moths at the last second (Popeye has ripped apart his pillow and feathers fly around). He begins sleepwalking and sleep-swimming, while in his dream he has finally caught up with the picnic. Olive orders him to fetch some firewood if he wanted to eat yet the wood he grabs keeps disappearing or getting too heavy. After his rival turns on the fire, Popeye attempts to eat something but then Eugene the Jeep materializes and steals his food. Even Swee'Pea and J. Wellington Wimpy demonstrate such powers, then Bluto punches him to the edge of the clouds. After trying unsuccessfully to fight back and protect Olive from being abused, Popeye is given a brutal beating and thrown to the abbys. As he falls, he bring outs his can of carrots, then beets, then corn, then beans, and finally, spinach. In reality, he is munching upon the filling of his mattress, until a spring to the face wakes him. Not wanting Bluto to get away with it, he runs out to the street until he finds him and gives him a beating, and then returns to sleep and to dream of angel Olive's kisses.