Popeye and Olive take his nephews on a picnic. They don't want to eat their spinach, so Popeye tells them about his school days, when Bluto repeatedly got Popeye in trouble and eventually stole Olive away until Popeye had his spinach and saved her from an oncoming train. After his story, Bluto grabs Popeye and the nephews eat their spinach and save him.