Popeye and Bluto battle over Olive in an amusement park/carnival. First, Bluto breaks a couple of strength-testing devices, but Popeye still manages to one-better him. Then, Popeye and Olive go in the Tunnel of Love. Popeye and Bluto trade places in the boat and swimming behind, but eventually the two of them end up in the boat with Olive behind. Bluto makes off with her to the photographer's booth, but when Olive refuses to spice up the pose, he gets violent. He drives the prop car onto the rollercoaster track, with Popeye in pursuit. The boys battle it out, while Olive is being dragged, eventually snaring three elephants from a tent.