A sleep-walking baby owl finds its way in Herman's house, and the friendly mouse makes friends with it. But the owl arouses Katnip, who takes out after it, but Herman always manages to rescue the little owl. The owl finally makes a nest for its self out of Katnip's fur which Herman has stripped off.
To the classic tune of "Barnacle Bill the Sailor", Olive explains that she can't marry Popeye because she's in love with Barnacle Bill (an unusually large Bluto), who then comes by and proceeds to pound Popeye (until he eats his spinach, of course).
Popeye runs a gym; his only customer on ladies day is Olive. Bluto, seeing Olive go in, dresses in drag to get admittance. Popeye comes on to him; all the while, Bluto is beating up Popeye and pretending they are accidents, until his wig comes off.
Jonathan P. Grisley, the president of a toy company, is sent to a psychiatrist to find out why he plays with toys. He goes back to childhood and thinks that he's got "toy phobia".
Popeye and Olive enter the city of Badgag and spot Bluto doing magic tricks. He hypnotizes Olive like a snake charmer. Bluto introduces himself as the Great Bourgeois and gives Olive a fancy dress, turns Popeye into a donkey, and sits on a bed of nails. Popeye pounces on the bed and turns it into...
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.
