Popeye is the last legionnaire manning the last outpost in the Sahara. Bluto is a desert pirate bent on taking the fort from Popeye. Olive Oyl is, of course, the damsel in distress. Bluto captures the fort, raising the Jolly Roger flag. He captures Olive. Popeye comes to her rescue, and they both work to defeat Bluto. Popeye and Olive live happily ever after at the outpost.