As Popeye gives Swee'Pea instructions, Swee'Pea jumps off the float to chase a balloon. Both Popeye and Olive follow Swee'Pea into an amusement park. They are led through the farris wheel, the clown tent, a hot air balloon and the roller coaster. They finally get Swee'Pea back after he eats Popeye's spinach. Swee'Pea uses his super strength to fly up and rescue them from the roller coaster. Swee'Pea wins the parade contest by carrying Popeye and the float past Judge Wimpy.