Upon seeing Olive, Bluto says, "This babe is some angel!" and sees her as an angel. It's Ladies Day at Popeye's Gym. That gives Bluto an evil idea: he dresses up like a woman so he can get Olive. With Mae West dialogue and a little bare leg, Bluto gets the attention of Popeye, who falls for him in drag. In an off-beat change for a Popeye cartoon, it's Olive who turns jealous. Bluto and Popeye battle it out lifting weights, etc. Popeye ends up separated from the spinach by the steam cabinet, while Brutus only wants a little kiss from Olive. There's a slam-bang finish once Popeye realizes that Bluto "ain't what he says."