Olive is in the pie baking business, and Popeye sells them. He sells his first pie to a poor old lady witch (the Sea Hag) who gives him a magic can of spinach. Olive is so angry that she throws it out the window. It suddenly sprouts and grows into the clouds. Popeye climbs until he sees a castle. He sees Eugene the Jeep and asks him who lives there. Eugene tells him that a bad giant does. The giant (played by Brutus) pulls Olive out of his pocket and tells her to bake 1,000 pies every day, and to sing and play the harp every night. He asks Eugene if there is a sailor man in the castle. Eugene says no. The giant squeezes him and tells him that he's lying. Popeye comes to the rescue, but the giant flattens him and tells him that spinach makes him tough. The giant laughs and shoves a handful of spinach down his mouth. Popeye gives him an uppercut and knocks out all his teeth. Popeye, Olive and Eugene escape down the spinach stalk.