This installment of the Fleischer Popeye cartoon series opens as Popeye is sleeping, his snoring causing his mattress to rise and fall. In the apartment next door, Bluto is also sleeping, and his snoring causes his blanket to furl and unfurl. In the apartment above, Olive Oyl is sleeping, but then she gets up out of her bed and starts sleepwalking... out of the window and onto the flagpole! Fortunately, when she gets to the ball on the end, she does a 180 and turns back, then starts walking along the edge of the building, knocking a few potted plants down to the street below, which wake Popeye and Bluto. The two look out of their respective windows, see Olive's in trouble, and start arguing over who will save her.
They each get dressed and rush downstairs, both trying to fit through the front door at the same time and causing the frame to come off. They start running down the street, and Bluto mule-kicks Popeye back. Meanwhile, Olive continues sleepwalking, stepping from building to building, and then onto some power lines before getting to a building under construction. Popeye catches up to Bluto, but is mule-kicked back again. Bluto gets to the site first, where Wimpy is the watchman and is too busy eating hamburgers to stop Bluto from entering. Popeye follows shortly afterwards, and tries to alert Wimpy. As Olive walks in front of the full moon, it casts a shadow of her body through her nightgown!
Wimpy assures Popeye that Olive will awaken when she falls, causing Popeye to knock Wimpy down. Bluto, meanwhile, activates a pulley system to bring girders in place to keep Olive from plummeting to her doom, and then takes an elevator up. Popeye takes the next one. Bluto loses track of Olive (who's walked on top of his elevator). Popeye gets up and sees Olive about to step off the building, and bends a girder down to provide her a path. Bluto catches up to him and hits him, sending him to the top of the building. Popeye recovers and pulls a crane off of the girder near him and uses it as a fishing pole to catch Bluto and reel him up. Bluto punches Popeye, but both start falling! Fortunately, the dropping crane leaves a section of rope over an overhanging girder, and each of the two grab one end of it.
Popeye hits Bluto, sending him flying over and causing them both to fall. Then we have a series of the rope catching on another girder, and they take turns hitting each other and dropping to the next one, until the rope breaks, and the two land on opposite ends of a girder being hauled up (a lot of activity for a site shut down for the night, but it may have been one of the ones Bluto already activated from the ground earlier). When they start after Olive, the girder they were on swings back and knocks them both out, causing the two of them to start sleepwalking, too!
So the three sleepwalkers converge on a point where multiple girders meet, barely managing to miss each other. Finally, Popeye and Bluto run into each other, waking up and starting to fight! The two tumble down, landing on another girder hung from a rope, where the fight continues! Popeye slips and is holding on to the end of a girder with one hand, Bluto stomping on said hand with his foot, and Popeye pulls out his spinach and eats it! Bluto realizes he's in trouble and runs off!
Popeye goes hand-over-hand, using the girders to climb up to where Bluto is almost caught up to Olive, and hits Bluto. Bluto takes hold of one girder and starts to run it into Popeye, but Popeye hits the girder, causing it to collapse into a spiral. Popeye hits Bluto again, and this time, gets Bluto knocked into an elevator, which goes to the ground and back up again (a bell ringing when it gets to the ground), sending Bluto back at Popeye again. This goes on a few times, and then Popeye knocks Bluto off the edge of the building to the ground near the entrance, where Wimpy is using a blowtorch to cook up more hamburgers.
Wimpy asks if Bluto has any mustard, and Bluto passes out. Meanwhile, Olive walks over a series of girders hanging on ropes. Popeye starts after her. Olive runs out of girders, but happens to land on the flagpole in front of her window, and re-enters her apartment. Popeye catches up soon, and follows her inside as Olive gets back into bed. Popeye accidentally sets off her alarm clock, and Olive awakens, accusing Popeye of being a peeping Tom, and starts throwing an array of stuff at him, sending him walking back to the end of the flagpole to avoid the barrage.
When Olive's finished throwing stuff, Popeye lays down on the flagpole and says, "I saw my duty and done it... 'cause I'm Popeye the Sailor Man!"
Well... this one feels like a bit of a let-down, if only because I've seen this same basic plot used in just about every cartoon series ever (I think that when Famous Studios took over the Popeye cartoons, they used it themselves), so even if this was the very first time, it still comes off as boring to me. There's no good quips to be had in the entire cartoon (Popeye's usually good for a few funny one-liners about the situation, but there's nothing), and no Transformation Punches at all!