Popeye's planting a victory garden while his nephews are collecting worms for fishing. He berates them for wasting time, and tells them the story of Jack and the Beanstalk, which inspires them to plant beans. Popeye falls asleep, and dreams up a giant beanstalk. His nephews talk him into climbing to the top. Inside the giant's castle, Popee hides in the cuckoo clock and spots the giant hoarding sugar instead of gold; his hen lays tires, and his storehouses are full of other goods that were rationed in World War II. Popeye tries to walk out with a stack of tires, but the giant stops him, ultimately swatting him with a fly swatter and making him into a sandwich; the giant sprinkles Popeye with pepper, delaying the inevitable spinach briefly. Popeye defeats the giant, and gets him to sneeze all his tires into a carpet. Popeye wakes up, and the victory garden sprouts CANtaloupes (cans), POTatoes (pots), squashes (squashed tires), peaches (good tires), and finally a shoe tree right under the cast.