The story is pretty straightforward- the Martians land, the Sea Hag is able to manipulate the invaders to her will, then all heck breaks loose. Popeye and his band of friends are left in the wake of destruction to deal with the alien menace. With the help of Professor Wotasnozzle and some of Eugene the Jeepís 4th dimensional powers, the playing field is somewhat leveled so Popeye can do some talking with his fists. To confront an army of Martians, Popeye will need an army of his own. Popeye and his allies stand against the Martians.