Some films are better left in childhood. When this writer first saw Robert Altman's Popeye in the winter of 1980, it seemed to his seven year-old eyes a Fleischer short come to life. From the first glimpse of old ramshackle Sweethaven, brilliantly designed by Wolf Kroeger, to the initial appearances of all those classic E.C. Segar creations Olive Oyl, Wimpy, and Bluto it was a note-perfect transformation that captivated from beginning to end. So imagine the shock when Leonard Maltin had the temerity to call this magical production, so obviously crafted by the hands of the gods, a "bomb." In hindsight, perhaps Maltin's being a tad too harsh, basing his vitriol (as many critics of the day did) on the film's infamously troubled production history, all of which was overseen by the enigmatic Robert Evans. Still, as an adult it's easy to see that this picture is an absolute shambles. So much is wrong in Popeye that one might as well begin with what still works namely, the music and the performances. The late pop songwriter Harry Nillson contributes a handful of memorable and enchanting numbers including Shelly Duvall's lovely off-key warble, "He Needs Me," (featured in P.T. Anderson's Punch Drunk Love) that inject a note of unforced whimsy into an otherwise leaden production. The film is also cast to near-perfection, even if Robin Williams' muttering was so unintelligible that they reportedly had to re-record all of his dialogue in post-production. The lanky Duvall was born to play Olive, Paul Dooley is a spot-on Wimpy, Bill Irwin's a gas clowning it up as the freakiest of Sweethaven's many freaky denizens, while Paul L. Smith, hot off his role as the rape-minded prison guard in Midnight Express, makes a predictably menacing Bluto. They all fill out the population of this evocatively scenic, seaside Malta set. But this is all fabulous window dressing on a terribly confused movie. Jules Feiffer's script (or what little is left after the constant improvisations inspired by Altman's predilection for overlapping dialogue) concerns Popeye's arriving at Sweethaven and taking a room at the Oyls' house as he attempts to find his long lost Pappy. Olive is being married off to the fearsome Bluto, who essentially runs the town with an iron fist for the missing Commodore, but when she rejects Bluto's offer, he launches into a destructive rage that all but destroys the Oyls' home. Meanwhile, Popeye and Olive stumble into finding the abandoned Swee'pea, who, in this script, is blessed with a bizarre ability to foresee the future (which Wimpy uses to make a killing at the track). One is thankful that they didn't explore the existential underpinnings of this creative decision. Though the musical numbers are all catchy enough, the choreography is uninspired, and Altman doesn't really seem up to enlivening them. Only a prizefight with the gargantuan Oxblood Oxheart (played by the film's unit coordinator, Peter Bray) threatens to bring the picture to rousing life, but it quickly settles back down into its doldrums thereafter. The conclusion has Popeye finding his Pappy (Ray Walston, in another instance of great casting), and, with the Oyls in tow, having to chase Bluto to a rocky outcropping in the Mediterranean Sea where Popeye learns to like his spinach, saves the day, and, as a bonus, finds Lea Massari, whom they return to her concerned boyfriend. This production was such a strain on the prolific Altman that he took a couple of years off before resurfacing to nearly end his career once more with HealtH (1982). Paramount presents Popeye in a very nice anamorphic transfer (2.35:1) with Dolby Digital 5.1 audio. No extras, keep-case.