The adventures of the famous sailor man and his friends in the seaside town of Sweethaven.
Buff sailor man Popeye arrives in an awkward seaside town called Sweethaven. There he meets Wimpy, a hamburger-loving man; Olive Oyl, the soon-to-be love of his life; and Bluto, a huge, mean pirate who is out to make Sweethaven pay for no good reason. Popeye also discovers his long-lost Pappy in the middle of it all, so with a band of his new friends, Popeye heads off to stop Bluto, and he's got the power of spinach, which Popeye detests, to bust Bluto right in the mush. Watch as Popeye mops the floor with punks in a burger joint, stops a greedy taxman, takes down a champion boxer, and even finds abandoned baby Swee'pea. He's strong to the finish 'cause he eats his spinach.
Popeye is a muscular sailor who arrives in the seaside town of Sweethaven in search of his long-lost father. Popeye finds that the town is governed by the pirate and angry bully Bluto. While there, Popeye meets new friends who live in the town--Wimpy, a man whose favorite food is hamburgers and Olive Oyl, Bluto's girlfriend. In Sweethaven, Popeye becomes a legend when he takes on a gang of punks in Rough House's burger joint, stops a greedy taxman, and defeats a champion boxer in a boxing match. After Popeye and Olive Oyl find an abandoned baby named Swee'pea, Popeye reunites with his father and discovers he has been kidnapped by Bluto, and he sets out to stop Bluto who bids to get his revenge on Sweethaven by eating spinach, which gives him his incredible strength.
- Popeye (Robin Williams), a muscular sailor man, arrives at the small coastal town of Sweethaven ("Sweethaven - An Anthem") while searching for his long-lost father. He is immediately feared by the townsfolk simply because he is a stranger ("Blow Me Down"), and is accosted by a greedy taxman (Donald Moffat). He rents a room at the Oyl family's boarding house, whose daughter, Olive (Shelley Duvall), is preparing for her engagement party. Her hand is promised to Captain Bluto (Paul L. Smith), a powerful, perpetually angry bully who manages the small town in the name of the mysterious Commodore. In the morning, Popeye visits the local diner for breakfast ("Everything Is Food") and demonstrates his strength as he brawls with a gang of provocative ruffians who give him and the other customers a hard time.
On the night of the engagement party, Bluto and the townsfolk arrive at the Oyls' home. However, Olive sneaks out of the house, after discovering that the only attribute she can report for her cruel fiancé is size ("He's Large"). She encounters Popeye, who failed to adapt with the townsfolk at the party. The two eventually come across an abandoned baby in a basket (Wesley Ivan Hurt). Popeye reads a note attached to the basket, stating that the woman who gave birth to the child unfortunately cannot take care of him, and requests that Popeye be his father. Popeye agrees to adopt the child, naming him Swee'Pea, and the two return to the Oyls' home. However, Bluto has grown increasingly furious with Olive's absence, eventually flying into a rage and destroying the house ("I'm Mean"). When he sees Popeye and Olive with Swee'Pea, Bluto beats Popeye into submission and declares heavy taxation for the Oyls.
The taxman repossesses the remains of the Oyls' home and most of their possessions. The Oyls' son, Castor (Donovan Scott), decides to compete against the local heavyweight boxer, Oxblood Oxheart (Peter Bray), in the hopes of winning a hefty prize for his family. However, Castor is no match for Oxheart and is savagely beaten and knocked out of the ring. Popeye takes the ring in Castor's place and defeats Oxheart, putting on a show for the townsfolk and finally earning their respect. Back at home, Popeye and Olive sing Swee'Pea to sleep ("Swee'Pea's Lullaby").
The next day, Olive informs Popeye that during his match with Oxheart, she discovered that Swee'Pea can predict the future by whistling when he hears the correct answer to a question. Local con artist and petty gambler Wimpy (Paul Dooley) overhears and asks to take Swee'Pea out for a walk, though he actually takes him to the horse races and wins two games. However, Popeye is outraged, and vents his frustrations to the racing parlor's customers ("I Yam What I Yam"). Fearing further exploitation of his child, Popeye moves out of the Oyls' home and onto the docks; when the taxman harasses him, Popeye pushes him into the water, prompting a celebration by the townspeople. In the chaos, Wimpy, who has been intimidated by Bluto, kidnaps Swee'Pea for him. That night, Olive remarks to herself about her budding relationship with Popeye ("He Needs Me"), while Popeye writes a message in a bottle for Swee'Pea ("Sailin'").
Wimpy sees Bluto taking Swee'Pea aboard the Commodore's ship; he and Olive inform Popeye. Inside, Bluto presents the child to the curmudgeonly Commodore, promising that he is worth a fortune; however, the Commodore refuses to listen, reminding Bluto that his buried treasure is all the fortune he needs. With his patience with the Commodore exhausted, Bluto ties him up and takes Swee'Pea himself ("It's Not Easy Being Me"). Popeye storms the ship and finally meets the Commodore face-to-face, realizing that he is his father, Poopdeck Pappy (Ray Walston). However, Pappy initially denies that Popeye is his son; to prove it, Pappy tries to feed Popeye canned spinach, which he claims is his family's source of great strength. However, Popeye hates spinach and refuses to eat it. Bluto kidnaps Olive as well and sets sail to find Pappy's treasure. Popeye, Pappy, Wimpy and the Oyl family board Pappy's ship to give pursuit. Bluto sails to Scab Island, a desolate island in the middle of the ocean, while Pappy argues with his son and rants about children ("Kids").
Popeye catches Bluto and fights him to the death, but despite his determination, Popeye is overpowered. During the duel, Pappy recovers his treasure and opens the chest to reveal a collection of personal sentimental items from Popeye's infancy, including a few cans of spinach. A giant octopus guarding the treasure awakens and attacks Olive from underwater (after Pappy saves Swee'Pea from a similar doom). With Popeye in a choke hold, Pappy throws him a can of spinach; recognizing Popeye's dislike for spinach, Bluto force-feeds him the can before throwing him into the water. The spinach revitalizes Popeye and boosts his strength; he knocks down Bluto in one punch, then swiftly deals with the giant octopus, sending it flying hundreds of feet into the air. Bluto swims away as Popeye and the rest of everyone else celebrates his victory and his newfound appreciation of spinach ("Popeye the Sailor Man").