I have a long history with this film. I actually went to the theater and saw it when I was a kid, and remember being VERY confused and disappointed in it. Later, as Robin Williams became more popular and the movie was released on DVD, more people took a look at it with much better sound quality than VHS tapes could provide, and it gained more of an audience beyond the cult following it had developed over the first decade after it was released.

This is first and foremost a Robert Altman movie that happens to be based on Popeye. But if you don't already appreciate nor understand Altman's signature 'atmospheric' style, you won't be able to enjoy this movie. Altman would put mics on several people during scenes and then mix them together in the edit so that layers of dialogue would give subtext and information at the same time as the main action and dialogue is being spoken. If you don't know that, you'll be confused about who is talking and all you'll see is long, wide shots, wacky, over-the-top characters, and you'll be annoyed by both the songs and length of the film. But just like Altman other work, you have to listen to hear the dialogue, and this is important, because it doesn't always come from the character shown on screen. You could keep your eyes on the main characters during the film, however, you'll miss all the elaborate goings-on of the townsfolk in the background and in the corners of the frame. Instead, it is best to keep your eyes moving across the screen, especially during the wide-angle shots taken from far away, else you might miss something---like the fact there's a "hermit" who lives under the Oyl's house who pops his head in, watches, and listens to everything going on, but he has no lines and is never addressed by anyone.

As many times as I've seen this movie, I've only now, in 2024 discovered something I've never seen before. I happened to have watched Robert Altman's earlier film "McCabe and Mrs. Miller" last night. It's plot about a stranger coming to town and falling into a partnership with a woman, only to have that enterprise threatened by greedy men who want to take it and use it for their own gain reminded me a lot of the plot of this film, which made me want to revisit this one and compare Altman's style in both.

ONLY because I watched it last night did I catch something AMAZING! At 1:07:05 as Popeye is looking around and saying, "What is thisk? A Housk a'ill rephyooks?" in the gambling parlor where the "horse" races are being held. right in the center of the shot in the background, behind the whores, there is a bunk-bed where two people are smoking opium...a man on the top bunk and a woman on the bottom bunk. Look quick and closely, the woman is holding, spinning, and staring staring into a small, green porcelain vase....THAT IS MRS. MILLER from last scene in Robert Altman's 1970 film, "McCabe and Mrs. Miller!" OMG!!!! THAT IS SO AWESOME that Altman put that little Easter Egg in for the observant.