Popeye is driving across country against Count Noah Count. He's hopelessly outmatched; the Count has a very powerful car, and Popeye's is barely running. And to top it off, the Count doesn't play fair.
A lighthearted tour of Florida's attractions is followed by a sing-along about the state capital, Tallahassee.
Popeye's nephews would rather have hamburgers than spinach, so Popeye recounts some of his past exploits where spinach saved the day.