Popeye (Robin Williams) rows his dinghy into the harbor of the Sweethaven. When he arrives there everyone seems to fear him merely because he is a stranger. He rents a room at the Oyls' boarding house, where he falls for their daughter, Olive (Shelley Duvall). Olive's hand has been promised to Captain Bluto (Paul L. Smith), a bully and ruffian who is in charge of collecting taxes for the mysterious Commodore. Popeye and Bluto are quick to dislike each other and fight.
Popeye, who was orphaned at an early age, is searching for his missing father. Along the way he encounters George W. Geezil (Richard Libertini), J. Wellington Wimpy (Paul Dooley), "Oxblood Oxheart" (Peter Bray), and a greedy, unnamed taxman (Donald Moffat). Popeye and Olive are brought together when they find Swee'Pea (Wesley Ivan Hurt), a foundling. Swee'Pea can predict the future, whistling when he hears the right answer to a question.
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