Popeye and Brutus compete in a cross-country foot race to Los Angeles and back. The winner is to receive a date with the lovely Olive Oyl. However, during the race, Brutus resorts to cheating to try to win, but Popeye sees through his tricks and wins the race and the date with Olive.

Popeye, Swee' Pea, Olive Oyl and Wimpy all switch voices. Brutus then enters and the plot becomes even more entangled.

Popeye is babysitting Swee' Pea, he tells the story of where Olive's perfume comes from.

Popeye decides to give Swee' Pea a history lesson and tell him about his grandfather Popeye De Leon.

Popeye and Brutus take part in a race around the world to win a barrel full of money. Numerous mishaps follow.

Brutus becomes jealous when Popeye's business appears to be doing very well. When Olive needs something fixed, Brutus tries to discredit Popeye's ability to fix things.