It is the Middle Ages: A Grand Ball is offered where Princess Olive will choose her husband. At Bluto's Beanery, the owner leaves to go to the ball leaving all duties to his overworked, raggedy employee, Popeye. The latter's lamentations are ended by the appearance of his Fairy Godfather (Poopdeck Pappy), who asks for a spinach can which to turn into an anachronistic car for Popeye and then gives him princely robes.