Popeye falls asleep while his nephews play their music, until he is woken by their noisier displays. He tells them a story to make them go to sleep, then races to his own bed after they say their prayers and turn in. The boys, however, decide to go back to playing their instruments - which are promptly confiscated by Popeye. They discover that many objects are capable of producing music and cause Popeye to wake up again. He is unable to identify the boys as the source of the noise and returns to his bed, but continues to be driven crazy even after he steps out of the cartoon and into the theater audience.