Popeye is sitting outside Olives lunchroom at the airport, distraught. Shes closed the business to fly away with an aviator (Bluto, of course). But its hardly what she expected; he has her painting his plane, while its flying; when she says shes rather go back to Popeye, he tries to throw her off the plane. Popeye sees this, and takes off in a plane, just in time to help her out. The boys get into a dogfight, and Bluto manages to demolish Popeyes plane.