In this carnival-themed episode, Popeye takes Olive Oyl to the fair, where they enjoy various attractions. While Popeye is busy winning candy at the "Ring the Bell" strength test, Bluto, the strongman, seizes the opportunity to flirt with Olive. A rivalry ensues, culminating in a rigged contest where Bluto attempts to outdo Popeye in feats of strength. As is typical, Popeye consumes spinach to gain the upper hand, leading to a humorous and action-packed conclusion.