Popeye and Olive are watching Brutus's strongman act at the carnival. Olive swoons over Brutus's big muscles, but Popeye is not impressed. Brutus seems to be pretty strong as he holds a set of barbells between his teeth, but Popeye sticks one with a pin to show it's just a balloon. Brutus turns the tables on Popeye by challenging him to lift another set of barbells that are bolted to the stage. When Popeye learns Brutus has tricked him, he wants to tear him apart. But Olive makes him promise not to fight. She even holds him to the promise when Brutus has her flat on the stage underneath his foot. Popeye makes every effort to tamp down his fighting spirit, until Brutus's trick with a cement mixer pushes him too far.