A spoof of Cinderella. In Ye Olden Times, a ball is being held to find a suitable husband for Princess Olive. Bluto sets out to the party, leaving his abused servant, Popeye, behind to scrub the floors of Bluto's Beanery. Popeye's fairy godfather appears, whips up a suit of fancy clothes, turns a can of spinach into a muscle car and Popeye's clothing into a dashing outfit, and delivers the usual warning about everything changing back at midnight. At the ball, Bluto makes progress with Olive, but she is smitten with Popeye when he makes his entrance. Olive proposes an archery contest to win her hand, but it's inconclusive. They then resort to a duel, but Bluto, with his usual subtlety, blows Popeye away with a cannon. As Bluto chases Princess Olive around the palace ("Get thee away from me, ye brute!"), Popeye's car reverts to a can of spinach. He eats it, creates a horse and suit of armor out of nothing, and rescues the princess.