Popeye, Olive and Wimpy end up on the moon with little cheese men. They meet some moon men who introduce the trio to their leader, "Big Cheese." Popeye asks for help in getting back to Earth, but the leader is an evil man and tries to imprison Popeye and his friends. However, the moon men have taken a liking to Popeye and don't like the way that their leader has treated him, so they help him escape by overthrowing "Big Cheese."