Popeye shows Swee'Pea a picture of himself, Olive and Brutus when they were children, saying that he was called the 'Ugly Ducklin'. In the ensuing flashback, after being bullied by Brutus one day for being very, very ugly, Popeye set sail to a small island inhabited by Goons. They were friendly and fed him sea spinach. The spinach made him mighty and very close to being handsome.