Popeye and Bluto are rival owners of competing penny arcades, set up right next to each other on the boardwalk. Both are determined to attract more customers - especially Olive Oyl - using increasingly outrageous tactics. From flashy signs to over-the-top attractions, the competition quickly turns into a slapstick battle of one-upmanship. As always, Bluto plays dirty, but Popeye's spinach-fueled resilience turns the tide.