Popeye the Sailor, accompanied by Olive Oyl and Wimpy, is dispatched to stop the dreaded bandit Abu Hassan and his force of forty thieves.

After wrecking Popeye's ship and stealing away Olive Oyl, hero of Arabic legend Sindbad decides to test him and his ever-resilient new rival's strength in order to prove their supremacy as the "most remarkable, extraordinary fella" of Sindbad's menagerie island.