Popeye climbs a giant spinach stalk and finds that Brutus the giant has kidnapped Olive and Eugene the Jeep in this skewed retelling of "Jack and the Beanstalk."

Once upon a time, there lived a beautiful Princess named Olive Drab. A shipment of gold meant for the castle is stolen by the Sea Hag. Olive's father sends her after Prince Popeye to retrieve the gold. Olive enlists the aid of the seven Swee' Peas. Together, they find Prince Popeye and he battles Sea Hag to get back the gold.