Popeye is a 1980 live-action film adaptation directed by Robert Altman and adapted from E. C. Segar's Thimble Theatre aka Popeye comic strip.

Marketed with the tagline, "The sailor man with the spinach can!", the film is a musical. It stars Robin Williams as Popeye and Shelley Duvall as Olive Oyl.

The film begins with an animated cartoon slide of Popeye on his ship with the words "MAX FLEISCHER presents" at the top; the cartoon is "Blow Me Down" (1933). When the doors open, he is quick to say, "Hey! What is this, one of Bluto's tricks?! I'm in the wrong movie!"

One night, Popeye (Robin Williams) rows his dinghy into the harbor of the Sweethaven. When he arrives there everyone seems to fear him. He rents a room at the Oyls' boarding house, where he falls for their daughter, Olive (Shelley Duvall). Olive's hand has been promised to Captain Bluto (Paul L. Smith), a bully and ruffian who is in charge of collecting taxes for the mysterious Commodore. Popeye and Bluto are quick to dislike each other and fight.

Popeye the Sailor is a cartoon fictional character created by Elzie Crisler Segar, who has appeared in comic strips and animated cartoons in the cinema as well as on television. He first appeared in the daily King Features comic strip Thimble Theatre on January 17, 1929. Popeye also became the strip's title in later years.

Although Segar's Thimble Theatre strip was in its tenth year when Popeye made his debut in 1929, the sailor quickly became the main focus of the strip and Thimble Theatre became one of King Features' most popular properties during the 1930s. Thimble Theatre was continued after Segar's death in 1938 by several writers and artists, most notably Segar's assistant Bud Sagendorf. The strip, now titled Popeye, continues to appear in first-run installments in its Sunday edition, written and drawn by Hy Eisman. The daily strips are reprints of old Sagendorf stories.

In 1933, Max and Dave Fleischer's Fleischer Studios adapted the Thimble Theatre characters into a series of Popeye the Sailor theatrical cartoon shorts for Paramount Pictures. These cartoons proved to be among the most popular of the 1930s, and the Fleischers—and later Paramount's own Famous Studios—continued production through 1957. The cartoons are now owned by Turner Entertainment, a subsidiary of Time Warner, and distributed by sister company Warner Bros. Entertainment.

A film, also called a movie or motion picture, is a series of still or moving images. It is produced by recording photographic images with cameras, or by creating images using animation techniques or visual effects. The process of filmmaking has developed into an art form and industry.

Films are cultural artifacts created by specific cultures, which reflect those cultures, and, in turn, affect them. Film is considered to be an important art form, a source of popular entertainment and a powerful method for educating – or indoctrinating – citizens. The visual elements of cinema give motion pictures a universal power of communication. Some films have become popular worldwide attractions by using dubbing or subtitles that translate the dialogue into the language of the viewer.

Films are made up of a series of individual images called frames. When these images are shown rapidly in succession, a viewer has the illusion that motion is occurring. The viewer cannot see the flickering between frames due to an effect known as persistence of vision, whereby the eye retains a visual image for a fraction of a second after the source has been removed. Viewers perceive motion due to a psychological effect called beta movement.

Robin McLaurin Williams (born July 21, 1951) is an American actor and comedian. Rising to fame with his role as the alien Mork in the TV series Mork & Mindy, and later stand-up comedy work, Williams has performed in many feature films since 1980. He won the Academy Award for Best Supporting Actor for his performance in the 1997 film Good Will Hunting. He has also won two Emmy Awards, four Golden Globes, two Screen Actors Guild Awards and five Grammy Awards.

Williams was born in Chicago, Illinois. His mother, Laura McLaurin (née Smith, 1922–2001), was a former model from New Orleans, Louisiana. His father, Robert Fitzgerald Williams (September 10, 1906 – October 18, 1987), was a senior executive at Ford Motor Company in charge of the Midwest region. His maternal great-great-grandfather was senator and Mississippi governor Anselm J. McLaurin. Williams is of English, Welsh, Irish, and French ancestry. He was raised in the Episcopal Church (his mother practiced Christian Science). He grew up in Bloomfield Hills, Michigan, where he was a student at the Detroit Country Day School, and later moved to Woodacre, Marin County, California, where he attended the public Redwood High School. Williams studied at Claremont McKenna College (then called Claremont Men's College) for four years. He has two half-brothers: Todd (who died August 14, 2007) and McLaurin.

Shelley Alexis Duvall (born July 7, 1949) is an American film and television actress best known for her roles in Thieves Like Us, 3 Women, The Shining and Popeye.

She began her career in the 1970s films of Robert Altman, followed by roles in movies by Woody Allen, Stanley Kubrick, Terry Gilliam and Tim Burton. She is also an Emmy-nominated producer, responsible for Faerie Tale Theatre and other kid-friendly programming.

Duvall was born in Houston, Texas on July 7, 1949, the daughter of real estate broker Bobbie Ruth Crawford (née Massengale) and defense attorney Robert Richardson Duvall. She has three brothers, Scott, Shane and Stewart. She was a student of Sinclair Elementary School (HISD). A graduate of Houston's Waltrip High School, she was working as a cosmetics salesperson at Foley's in Houston when she was discovered at a party by production scouts for Altman's Brewster McCloud (1970). She is not related to actor Robert Duvall.

Duvall's debut was portraying the free-spirited love interest to Bud Cort's reclusive Brewster in Brewster McCloud. Altman was so impressed with Duvall that he cast her in his next films, including McCabe & Mrs. Miller (1971), Thieves Like Us (1974) and Nashville (1975). In 1977, Duvall was awarded a Best Actress Award by the Cannes Film Festival and the Los Angeles Film Critics Association for her portrayal of the delusional Millie Lammoreaux in Altman's 3 Women. That same year, she appeared in Annie Hall as Woody Allen's one-night stand, and she hosted an episode of Saturday Night Live.