Popeye is called by a lawyer who tells him that he and Brutus are the beneficiaries of someone they know. And that he'll be reading the will at noon. And if one of them is not there at noon they will forfeit the inheritance. So Brutus tries to keep Popeye from getting there at noon.

Popeye and Brutus are rival artists, each of whom wants to win a magazine contest for the best original flower painting.

Olive is a sculptor and puts an ad in a shop window asking for a model. Popeye and Brutus both offer their services. Olive tells them she's not looking for someone who is strong and healthy but someone who is worn and tired. So both Popeye and Brutus try to mess themselves up but one of them always stops the other.

Popeye is showing off his stage act, a flea circus, Brutus is tired of hearing the rave reviews about it so destroys the act by setting a dog loose on stage.

Olive insists that Popeye babysit her Niece while she goes out, Popeye hasn't slept for 6 days and begins to fall asleep on the job, he gets put in a dress and Olive takes offence thinking he's making fun of her.