Popeye, Olive and Wimpy end up on the moon with little cheese men and the... BIG CHEESE, who is not friendly. A crazy professor has built the first rocket to go to the Moon. Popeye, Olive and Wimpy are to be the astronauts and see if the Moon has any inhabitants. When they land on the Moon, they find that it's made of cheese. They meet some Moon men who introduce the trio to their leader, "Big Cheese." Popeye asks "Big Cheese" for help in getting back to Earth, but the leader is an evil man and tries to imprison Popeye and his friends. However, the Moon men have taken a liking to Popeye and don't like the way that their leader has treated him, so they help him escape by overcoming "Big Cheese."