While Olive goes shopping, she leaves baby Swee'pea in the care of Navy man Popeye, currently assigned to the gigantic battleship Pennsyltucky. To amuse the kid, Popeye whittles a small boat, but Swee'pea is far more interested in exploring the battleship. Sure enough, Swee'pea slips away and climbs on board the vessel, with a frantic Popeye in hot pursuit. Though Swee'pea climbs up the crow's nest, gets entangled in the workings of the big guns, and crawls down the anchor chain, it is invariably Popeye who suffers all the abuse (this is the cartoon in which, after a particularly humiliating injury, Popeye mutters "It should happen to Hitler." Ultimately, Swee'pea finds himself astride a runaway torpedo, while a frantic Olive attempts to revive the unconscious Popeye with some extra-crispy spinach. This was the last "Popeye" cartoon produced by the Fleischer brothers.