Principal photography commenced on January 23, 1980. The film was shot in Malta. The elaborate Sweethaven set was constructed beyond what was needed for filming, adding to the cost and complexity of the production, along with a recording studio, editing facilities, and other buildings related to the production, including living quarters. Filming wrapped on June 19, 1980, three weeks over schedule due to rough weather. The set still exists, and it is a popular tourist attraction known as Popeye Village. Parish wrote that Robin Williams referred to this set as "Stalag Altman".