The object of the game is for Popeye the Sailor to collect a certain number of items dropped by Olive Oyl, depending on the level—24 hearts, 16 musical notes, or 24 letters in the word "HELP"—while avoiding the Sea Hag, Brutus, and other dangers. The player can make Popeye walk back and forth and up and down stairs and ladders with a 4-way joystick. There is a punch button, but unlike similar games of the period, no jump button.
Brutus chases Popeye and can jump down a level, reach down to the next lower level, and jump up to hit Popeye if he is directly above. Popeye can attack Brutus after eating the can of spinach found in each level. Spinach makes Popeye invincible for a short period, during which Brutus runs away and can be temporarily knocked out simply by running into him.