In the midst of the Great Depression, manipulative emcee Rocky enlists contestants for a dance marathon offering a $1,500 cash prize. Among them are a failed actress, a middle-aged sailor, a delusional blonde and a pregnant girl.

Popeye and Bluto pick up Olive to celebrate New Year's Eve with them. Popeye brings along her granny out of sympathy.

Popeye and Olive compete as partners in a dance contest. Naturally, Bluto butts in.

U.S. sailor Jimmy Harrigan, on shore leave in San Pedro, meets and falls for Sally Brent She promises to wait for him when he ships out to San Francisco, but Jimmy becomes jealous and tells her off when he learns Sally has entered a marathon dance contest sponsored by a lecherous snake named Baron Portola. Along with several of his Navy pals, Jimmy goes to the ballroom the night of the dance marathon, to try to change Sally's mind and win her back.