Popeye catches up to Bluto and fights him, but despite his determination, Popeye is overpowered. During the fight, Pappy recovers his treasure and opens the chest to reveal a collection of personal sentimental items from Popeye's infancy, including a few cans of spinach. A gigantic octopus awakens and attacks Olive from underwater (after Pappy saves Swee'Pea from a similar fate). With Popeye in a choke hold, Pappy throws him a can of spinach; recognizing Popeye's dislike for spinach, Bluto force-feeds him the can before throwing him into the water. The spinach revitalizes Popeye and boosts his strength, helping him to defeat both Bluto and the giant octopus. Popeye celebrates his victory and his new-found appreciation of spinach while Bluto swims off, having literally turned yellow.