Popeye and the Hillbilly Woman

by Marknew

Author's Note: The Popeye cartoon “Hillbilling and Cooing” had Popeye taken by an amazonian hillbilly girl as her “may-an” leaving Olive to rescue him. You can see the original on You Tube. In the original ending, Olive gets the spinach instead of Popeye. With the aid of that magical green elixir, Olive gets lemon-sized biceps to add to her skinny body. With power far beyond their pitiful size, she rescues the hapless, spinach-free Popeye from the exceedingly powerful hillbilly girl and punches her all the way to the heavens, where that incredible backwoods woman, seemingly caught beyond rescue on the points of a star, harnesses its power to propel herself across the skies in pursuit of the man in the moon.

It inspired me this morning to write my own version. But although I'll track the original as much as I can, that's not my idea of how it would go.

Part 1

We start with Popeye and Olive on a drive in the country in Popeye's topless, old jalopy, where they are spotted through a spyglass by a hillbilly woman (let's call her Ella Mae) playing an improvised banjo, singing about how she much needs a man. Ella Mae takes a fancy to Popeye and sets off to snatch him from Olive.

This is no ordinary backwoodswoman. She's over six and a half feet tall, with shoulders over 3 feet wide, a 50” chest (not all of which is muscle) and although they lack visible muscle mounds, her arms are far thicker than Popeye's, even with his disproportionately developed forearms, and her strength is astounding. She shoots a hole in the rear tire to stop the car, lifts Popeye out of the seat and carries him away in her arms as though he's as weak and helpless as a baby. Is he helpless because he cannot even begin to fight off her enormous (even when un-enhanced by spinach) strength or because her total amazonian dominance is the answer to his lifelong dreams? We don't know. We can't read his mind, either through a thought bubble or a glimpse of the likely sudden arousal of his member, hidden from view, suppressed by cartoon and television codes. But my guess is that he is overcome by the overwhelming physicality of her body, the intensity of her need for him, and the sensation of her exuberantly sensual female flesh pressed against him. She has turned his body to hers so that his erection (yes, Virginia, I believe it IS there), sudden and unstoppable, is pressed hard against the lower reaches of her fantastic, unrestrained bosom, caught between its plush, luxuriant softness and the surprisingly firm ridges of her full, powerful abdominal muscles, which cannot help erupting through the soft, feminine tissue of her torso, pressing and rubbing against Popeye with each tiny movement of her body, putting Popeye in a state of escalating lust for her, and confirming to her that she has, at long last, found her true, lifelong mate.

But there is Olive to deal with. She notices her man is missing and hops out of the car to retrieve him. She gets up close to the new lovebirds but when Olive tries to return her man to his rightful place beside her, Ella Mae immediately repels her with a massively powerful slap that sends her flying through the air and through the rock-face of a nearby cliff, where only the outline of Olive's pathetically skinny frame is visible. She is lost to our view, many feet inside the rock. The sheer power of that single slap, without the benefit of even a single leaf of spinach (to look at her, one might think that she hasn't eaten a single green vegetable in her life) is amazing.
Nevertheless, we are in cartoonland, and Olive recovers, climbs out of the cliff and temporarily gets Ella Mae to surrender Popeye by pulling on and stretching Ella Mae's elastic gun holder and snapping it, shooting her some distance away (an improbable result, given the evident difference between Olive's and Ella Mae's respective body masses). Olive then drives off with Popeye again, heedless of the earlier shotgun-induced flat tire.

Popeye and Olive reach a covered bridge and drive through, but Ella Mae has caught up and in another amazing “pre-spinach eating” feat, lifts the entire bridge off its foundations on both sides of the river and reverses it so that Olive drives right back to Ella Mae, enabling her to regain possession of Popeye. This bridge feat is a spectacular display of innate power. This hillbilly woman, notwithstanding her sex and obvious lack of purposeful physical conditioning, is clearly the most naturally powerful character ever in the history of Popeye.

Not one to dwell over her effortless triumph over her far inferior rival for Popeye's already evident affection, Ella Mae carries her prize to a waiting rowboat, pushes his arms through the bottom to secure him in the event of any second thoughts, and begins rowing across the water while singing of a romantic hour on the water kissing her man. It must be terribly uncomfortable for Popeye, with his arms wedged unnaturally through the holes Ella Mae created. But still, after an initial, brief, futile and clearly half-hearted struggle, he stops trying to pull his arms from the prison Ella Mae so effortlessly created for him. He sits passively, his pain evidently overmatched by his lust, watching his hillbilly kidnapper row him rapidly through the water, absorbing her lovestruck serenade. But Olive is in pursuit and catches up, her thin body paddling on a log, her lighter, more streamlined body shooting through the water like an arrow to its target. Olive topples Ella Mae from the boat and begins paddling the two of them back to safety, disdainfully using Ella Mae's precious banjo as a paddle. Popeye, still passive, heartbroken perhaps from the loss of his new object of affection, remains stuck in the boat. He says nothing and does nothing to help speed his “rescue”.

Olive's efforts are naturally in vain. Ella Mae swims underneath the rowboat and lifts the boat above the water. She now moves at triple her original pace, her legs kicking a wake more powerful than an outboard motor. Again, the power of her arms and legs un-enhanced by spinach is simply amazing, lifting a boat weighing more than 500 pounds above the water with only the power of her upper body while her legs both tread water sufficiently to keep her head above it so she can breathe and kicking powerfully enough to move herself and the boat at speed through the current. Upon reaching shore, she carries Popeye away in the boat until suddenly, when while declaring her love and their coming marriage, Popeye suddenly frees himself and jumps all the way to the top of a tree.

Perhaps the realization that he would be forever tied to this innately, superior woman, whose power is so much greater than his own, frightens Popeye. Perhaps this is why he has always remained with Olive, whose weak, sexless body is no threat to an inarticulate man with poor job prospects and a strange shape, someone who is a complete failure in human interaction, who is constantly bullied and never learns to avoid a fight, who gains confidence, power and skill only by eating a heavily processed green canned vegetable while losing it quickly thereafter, with no lasting progress in his job, life, relationship. Olive never questions him, never doubts him, but neither does she spur him on to any real accomplishment. Like him, perhaps she is content with a loser, fearful that a more capable, confident man would leave her for a more attractive woman. The two of them, Popeye and Olive, inevitably revert to each other, secure in each others' inadequacies. Would Ella Mae break this cycle of failure? Would she force him to choose accomplishment or servility? Would a relationship with her lead to children, family responsibility and growth, or expose his inability to reach any of these normal manly milestones? The possibilities must terrify him. Instead, freed temporarily from the grasp of this profoundly passionate and physical woman, he escapes to the top a tall tree, high above the surprised, beckoning and still alluring, Ella Mae. He cannot, he dare not, confront her directly to explain his misgivings. Is it because she is too powerful? Or because he is still too powerfully attracted to her and cannot trust himself to approach her? He clings to the tree, a outsized symbol of his rampant desire for her, but holding on to it himself, onanisticly separating himself from the woman that is both his desire and his fear, demonstrating to her and to all his failure to consummate their relationship, his alienation from his desire and from life as a mature man.

If his alienation and fear disappoint her, she gives no sign of it. In fact, it makes her only more determined to take control of the situation and to take possession of her weak, irresolute man. She has more than enough resolution and vitality for the two of them. With another demonstration of matchless power and resolve, she produces an axe and slices through the tree trunk at ankle and shoulder level with single swings, and then using the flat side of the blade, knocks the chunk of trunk far out of view, then repeats the action, cutting down the precious symbol of his masculinity, the instrument of his separate, isolated self-satisfaction, steadily bringing her man down to her, staking her claim to him by destroying the stake. She will rebuild him later, in her own image. She has chosen him and so he WILL be her man, the man of her dreams.

Meanwhile, in contrast to the internally conflicted Popeye, Olive returns to confront her rival. Again, she is no threat. Ella Mae lifts her by her stringy black hair and with one pull spins her furiously like a top and deposits Olive on top of a tree stump, where the whirling Olive drills deep into flat slab of wood, ending up rooted into the ground up to her long neck, trapped more even firmly and finally than Popeye ever was in the boat.

Is it Olive's impending doom that spurs Popeye finally to turn to his spinach? Is it a desire to rescue her? Or is it that with each blow Ella Mae is bringing him ever closer to her, ever closer to the consummation of their union, with him as the lesser, the weaker, the smaller, to be possessed by her in every sense of the word? Only spinach that can restore the natural order as he sees it, that can make him strong enough to resist her, and in doing so resist the very fate he desires.

He withdraws the can of spinach from the breast of his sailor suit and squeezes it to pour the liquefied vegetable into his mouth. But unexpectedly Ella Mae changes her strategy. The tree is now small enough for this powerful backwoods lass to hold it in her two great arms, to take possession of her man and his long, erect stake, to shake it and to shake him along with it, or to strip him from his pole and take him bodily. She needn't destroy it completely to take him. She can have both, the man and his pole.

After just two shakes of the tree, Popeye is still barely holding out, still on top, but his can of spinach, the source of his strength and his hope for independence, is dislodged from his grasp. As it falls, it ricochets from branch to branch, coming closer and closer to Olive. Each collision loosens the spinach. The can spins and then hits a branch just above Olive, knocking the concentrated mass from the can. Olive's mouth opens in anticipation for the stream of green that will multiply her strength and allow her to vanquish her formidable rival, take up the superior position Ella Mae has assumed and smother her beloved Popeye with her kisses.

Ella Mae sees the can too. She knows nothing about spinach, what it does to Popeye and to any other living being having the pleasure of residing in a Popeye cartoon. But she does know about food. Always hungry, keen to eat anything, absolutely anything, that can sate her ferocious appetite, drawing nourishment from any organic matter within sight – whether her native diet of twinkies, pepperoni pizza, sausages, cola, scrapple, spam, pork rinds, Frosties, cinnamon rolls, doughnuts, Whoppers, fries (extra large), chili dogs, baked beans, Budweiser, pancakes with syrup or grilled cheese sandwiches, all of which (improbably, but nevertheless) are quickly transformed by her awesome genetic gifts into solid bone, dense muscle, height, girth, energy, drive, desire, speed and will. She hasn't eaten for hours, and with the prodigious physical resources she has expended to get her “may-an”, she is ravenously hungry. She sees the spinach begin to spill from the can, follows the expected path of its arc with her eye down to Olive's waiting mouth and makes an instant, easy decision. She empties her lungs and then inhales deeply to produce a whirlwind that captures the falling spinach and draws it into her mouth. She relaxes her lungs, takes a perfunctory chew and happily swallows it, while the empty can falls on the stump next to Olive, spins noisily and rolls onto the ground.

“Oi oi,” Popeye says, looking down at Ella Mae from the top of the shrunken tree.

“Eeeee eeeeeee!” Olive cries, her eyes bugging out. A lump forms in her throat, which she tries to swallow, but the lump bounces off the tree stump where the bottom of her neck is caught and bounces with a clang back up against her chin, almost knocking her out.

Popeye's tune sounds, played in the sound of Ella Mae's banjo, as the spinach takes its course. First, Ella Mae's already large chest expands, her breasts spring forward, higher, rounder, firmer, even more out-sized and separately visible for the very first time in her life. Her waist pulls in (she never knew she had one!), her hips flare out, her butt becomes firmer and shapelier, her shoulders bulge round as large as bowling balls, her biceps, already large but undefined, emerge from the thick mass of her arm, becoming bigger, higher and harder with each kettledrum beat of her great heart. With evident delight she raises both arms, lifts the tree higher over her head, closes her fists and pumps her muscles. They flex even larger, bursting through the short sleeves of her simple, home-sewn dress. The eyes of both Olive and Popeye goggle to look at them, expecting the usual moving picture of missiles firing, rockets soaring, tanks blasting or bombs exploding on the skin of her biceps. Instead there is only a picture of Ella Mae with Popeye held tightly in her arms, his head nestled between her prodigious breasts, a Popeye who with each passing second looks smaller and smaller, while Ella Mae's chest and arms grow larger and larger until Popeye's whole body fits securely within Ella Mae's bosom, while she hugs him to her, encasing him in her breast prison, never to escape.

“Whoa!” Popeye says.

“Aaaiiii Aaaiiii!” Olive keens.

“I need mah man, mah man, mah man, mah ma-a-a-a-an!” Ella Mae sings loudly, richly, operatically and full of feeling as she looks up at Popeye at the top of the tree. Her voice makes the ground rumble, and it splits the tree stump holding Olive, who climbs out stealthily and, trembling slightly, takes her own small can of spinach from the long sleeve of her dress and downs it. The lump of spinach bulges down her throat and into her chest, where it enlarges her breasts nearly to the size of “B” cups. She delightedly raises her skinny arms and lemon-sized biceps appear as a flute plays the triumphant sounds of Popeye's tune in a rather high key.

“Give me back my man!” she screeches. She runs up to Ella Mae, whirls her arm like a windmill and fires a punch up at her thickly muscled stomach.

There is an explosion of sound and light as spinach-fueled fist meets spinach-reinforced abdominals. The explosion vaporizes the middle part of Ella Mae's dress, leaving her midriff bare and revealing the dense lattice of her muscles. But Ella Mae herself stands unmoved, unharmed and unamused. A picture of a magnum 44 handgun firing a bullet at a massive stone door appears on Ella Mae's stomach. The bullet hits the door and bounces away without even chipping the stone.

Shocked, Olive winds up even more. Both of her arms whirl like a propeller, and the force of the wind blows Popeye's body so that it stretches out like a flag flapping in the wind while his spinach-deprived muscles groan in exhaustion as he desperately hangs on to the tree. Finally, Olive punches Ella Mae again, twice, each blow far harder than the first. The double shockwaves tear Popeye from the tree and toss him 100 feet into the air and then another 100 feet higher. When he falls his sailor suit catches on a branch and he hangs from it helplessly. Further below, the force of the blows superheat the remainder of Ella Mae's clothing, transforming it into an elastic material that stretches around her breasts and her hips like a bikini, but ten times as clingy. To Olive's dismay, however, Ella Mae herself is completely unaffected. On the bare skin of her unmarked abdomen there is a scene of a tank firing twice at that same stone door, but when the projectiles smash into it, they flatten into pancakes, slide down the wall and sit, steaming, at the base of the wall, folded into thirds.

Ella Mae looks down at Olive with contempt. She plunges the tree she is holding several feet into the ground like a stake (tossing Popeye up and down like a leaf of spinach) and grabs Olive's left arm. With her thumb and forefinger she squeezes Olive's lemon-sized biceps. Olive tenses them against the vise-like pressure of Ella Mae's grip and they rise slightly with a picture of a glistening can of spinach on her skin. Olive complements the demonstration of her power by flexing her other arm, triumphantly displaying a picture of a second can of spinach. Ella Mae's eyes dart from one diminutive but sturdy spinach-fueled biceps to the other and her mouth waters, not from the muscle, but from the cans. More food! She places one hand on Olive's right arm biceps too and squeezes harder. A picture of Ella Mae's thumb and forefinger appears on each of Olive's biceps. Her fingers take hold of the cans and crush them, popping the tops open. The spinach spurts upwards from the pictures of the cans to the tops of Olive's muscles and then into Ella Mae's real fingers. Olive's biceps shrink away and disappear as the spinach flows up through Ella Mae's hands, down her arms and into her chest, like veins of green blood flowing back to her heart. Ella Mae takes her fingers off Olive's biceps and feels her torso delicately, the way her man should. She shivers with pleasure. She can feel something is about to happen.

Olive feels different too. Obviously the pressure of her rival's hands on her upper arms has ceased. Perhaps the display of her smaller, but firm biceps has intimidated Ella Mae! Olive flexes her arms again. Nothing happens. She strains harder and the flute once again plays Popeye's tune, but only up to the seventh note, which sounds in an ominous minor key, and as the note is played a picture of a fluffy blob of whipped cream appears on each of her upper arms, with no biceps visible at all. Olive's jaw drops and she gasps in dismay. She looks down at her chest. Her exciting new breasts are sagging, drooping lower and lower on her chest as the tune plays on. She tries to lift them, but when she lets go they swing from side to side like a pendulum for a few seconds in tune to the music, and as the minor-keyed ditty ends they disappear back into her narrow chest.

Ella Mae stands menacingly over Olive, her chest thrust out proudly as the new dose of spinach spreads through her body. With each heartbeat her already massively muscular frame pulses larger. Her chest develops more and more muscle. Her breasts multiply the effect, springing out further and further, stretching the clinging material, which her pointing nipples push out like bullets. Each pulse expands Ella Mae's body against Olive and forces her stumbling backwards. Ella Mae laughs with glee at the complete helplessness of her weak, flat-chested rival.

“Oh dear me!” squeals Olive. She tries repeatedly to flex her muscle back into existence but the whipped cream gets flatter and flatter, settling into a pool of frothy milk. Nevertheless, she fires another punch at Ella Mae. This time as Olive's arm nears Ella Mae's stomach a picture appears of a six foot thick block of steel slamming down in front of the stone wall of her abdominals, and then two ten foot thick slabs of titanium closing like curtains in front of the steel. Olive's punch is a toy gun firing a cork at the reinforced wall.
The cork bounces off and then, sprouting tiny legs, runs away screaming.
Meanwhile, in the real world, as Olive's fist makes contact with Ella Mae her arm crumples like the folds of an accordion and flexes in and out making a wounded sound.

Ella Mae blows Olive high into the air, suspending her alongside Popeye, who still hangs suspended from the branch of the tree. She is just inches away from his fingertips. He reaches for her. Ella Mae's eyes narrow. That is NOT going to happen. She blow another puff and Olive soars higher and higher, accelerating like a rocket into the sky until she lands on a five pointed star where all she can do is look down at Ella Mae and Popeye, alone together at last.

Ella Mae looks up at Popeye, just twenty feet away. She reaches up and drives the tree six feet further into the ground and then repeats the motion twice more. Now he's just two feet above the ground, right in front of her. He's so close she can almost taste him. A yearning for her man fills her. Her face flushes, her cunt tingles and floods with her juices. Her love sets her hormones roaring, while the spinach sends them soaring. Her hair thickens and lengthens and its drab brown becomes a lustrous blond, her skin color rises, a natural blush suffuses her cheeks. Her waist narrows even more, her hips broaden and her breasts become still rounder, fuller and turn milky white so that her figure begins to take on the dimensions of a fertility goddess.

Popeye looks down at her. She looked huge from his perch on top of the tree, but from two feet away she is positively enormous. Every part of her body bulges with muscle, or curves seductively, or bulges AND curves. Even before she had eaten any spinach she was larger than he. Now with two cans suffused through her body every part of her dwarfs him. She reaches higher on the tree and her breasts rise like immense pillows, warm and beckoning, seductively and cruelly distracting him from battle. In seconds he will be trapped in those mammoth muscular spinach-fueled arms, as helpless as Sweetpea, made to suck at nipples that were already pushing toward him, nearly bursting through her bikini. If he doesn't do something now, he will be Ella Mae's forever.

“Arrgh!” Popeye exclaims. As Ella Mae drives the last yard of the tree into the earth, he removes his final reserve can of spinach from within his sailor suit and pops it open. He downs it quickly and jumps from the tree before she encloses him in her arms. The triumphant, trumpeted tune sounds in the usual key. A wave of energy runs through Popeye, enlarging his chest, his arms and his legs, although, to his dismay, not nearly to the size of Ella Mae's. Still he has his spinach power now, and he is Popeye, the Sailor MAN, while she is only a girl. Sure, she may be a big girl, but she is still just a girl.

Ella Mae reaches forward to snuggle him into her massive bosom, but he reaches back to punch Ella Mae into next week's show, declaring, “I don't likes to hit a goil, but sometimes a mans gots to do what he got to do if he wants ta stay a man!”

His fist strikes her stomach. The image of the titanium slab shimmers, and an image of large, lipsticked lips are overlaid upon it. They pucker for a kiss.

A fist crashes into them, but fails to dent their solicitous pucker; instead the suction of the kiss holds the fist fast and slowly draws it inside from the knuckles, to the fingers and then the wrist before the image fades.

“Ooooh, the touch of mah ma-yan jus' TICKLES me to BITS!” she declares happily, swiveling her hips in a circle and putting her hand on her heart.

Popeye's pipe spins in his mouth and he looks down at his hand in puzzlement. “Must be some kind of mirage,” he mumbles illogically. He grabs at her waist to lift her into an airplane spin to make her dizzy and display his dominant power, but although his hands sink into her round hips he can't raise the densely muscled behemoth even an inch off the ground.

“Ooooh, mah ma-yan wants to PLAY!” she giggles, and puts her large hands over his. “Now it's mah turn!” she says and lifts him up with one hand, balancing him like a tray of food. She looks him over and licks her lips. “Ooooh, what a MAN!” she exclaims, “And he's mine! ALL MINE!” She moves him closer and locks his lips in a long, intensely erotic kiss. She tastes him and knows with absolute certainty, instinctively, that he is the one for her. She wants more and feeds off his juices, taking as much of him into her as she can. Her thick arms encircle his body and pull him against her. Her massive breasts press against his chest and compress it. He struggles to breathe and wills his spinach power to strengthen his pectorals and they press back against her breasts. She moans with pleasure. She lifts him off her lips with one hand, while freeing her breasts from her bikini with the other. They spring outwards, dancing in front of Popeye's eyes, which goggle in amazement. Her leg pushes his crotch tight to hers, and her muscle-filled butt contracts rhythmically as she grinds against him, pulsing in a jungle beat

In the background the banjo-strummed Popeye's tune plays in harmony with the trumpets, the banjo becoming louder and more insistent as the trumpets shift to a minor key.

She puts him down and he can hardly stand, overcome by her rampant sensuality. The wave of spinach energy within him reverses, inward from his hands through his arms and shoulders and chest, upwards from his feet through his legs, his enhanced muscles shrinking back to their normal size and even smaller, while the energy gathers force elsewhere. His sailor suit bulges largely in the crotch and an enormous, spinach-fueled erection bursts through the fabric, waving its head at Ella Mae, the trumpeted tune taking on the jungle beat.

“Ga-ga-ga-ghee!” he exclaims inarticulately.

“Now THAT'S what I want from my ma-an, my man, my ma-a-a-a-an!!” Ella Mae sings out, pulling the helpless sailor inside her dress, her breasts wrapped around him, his tool embedded deep inside her. She bounds off happily to the Justice of the Peace where they can quickly say their vows and get on with their billing and cooing … and more.

Part 2

Ella Mae emerges from the Justice of the Peace's office with her new husband still trapped inside her bikini top, his involuntary, inarticulate gasps of pleasure misunderstood, or possibly properly understood, by the JP as assents to the marriage.

“First a little shoppin',” Ella Mae declares, “'cause I'm learnin' lots 'bout new-true-i-shun from mah may-an!”. She skips down the road to the general store, where she stocks up on spinach seeds, spinach plants and several cases of canned spinach to eat until her new plants are fully grown. She stuffs her purchases into a large sack and ties it to her waist. Popeye eyes the mounds and mounds of fresh spinach sitting so very close to him and tries to grab a bunch of spinach leaves from the sack, but his arms are still trapped snugly inside Ella Mae's bikini and wrapped around Ella Mae's curvy body. No matter how hard he tries he can't pull them out.

“Oooh, oooh OOOOOH! I jus' LOVE the way you TOUCH me! Yer so frisky and sweet, like a lil' puppy! Mah may-an – Ah mean mah HUSBAN' MAY-AN – is SO impatien to make love to me for the first time!” Ella Mae giggles, pulling him to her even more tightly and crushing the breath out of him. “And now, mah darlin', we're off to our new home, “ Ella Mae says and enthusiastically leaps home, covering the miles through the bewildering twists and turns of the backroads, hills and forests in massive jumps, her meaty hand squeezing Popeye's butt and holding him safe until they reach her humble two-room shack. “Now close yer eyes, sweetie, while I change into the special weddin' night nitie Momma made for me the day I was born!” Ella Mae says. She loosens her bikini with her forefinger and frees Popeye, then dances into the back room, humming the wedding march.

Popeye carefully looks around. He is alone for the first time in hours. Ella Mae's head is buried deep inside a trunk of clothing trying to find her special gown. He can run away. Two cases of spinach lie on the floor in front of him. Just what he needs to be sure of his escape! He rips open the box and downs one can and then another. The familiar energy flows through him and trumpets blare. His muscles swell back to their usual size and then grow some more, shredding the rest of his already damaged sailor suit. A series of pictures appears on his biceps showing prison bars bending, handcuffs shattering and muscles bursting through chains.

“Here I ay-yam!” Ella Mae says, holding her arms out to him. Her “nitie” is a red cotton bustier that would have been small on a girl half her size, but on her it's like a second skin, the overmatched material showing far more of her shape than it conceals. Popeye has never seen breasts so large, so round and so firm. Each time she moves, her breasts stretch her top in an entirely new way. And then there are her arms. How can she still be so large and powerful? The spinach surely should be worn off by now! It never lasts more than ten minutes for him! She's still so much bigger than he is, her biceps still far more than twice the size of his.

“Why, mah may-an's already shed his cute lil' sailor suit! He's all ready fer me!” A new banjo in hand, she sings, beaming with joy,

“My may-an is here.

He's waiting for me

For always for ever

Together we'll be.

Adorable sweetheart,

As cute as can be,

E'en after his spinach,

He's weaker than me!

Yes after his spinach,

He's weaker than me!”

As she sings she sways back and forth, edging closer and closer, her hips swiveling hypnotically with the simple beat of the tune, her breasts swinging even more wildly up and down inside her top, while her thick abdominals danced their own counter-rhythm. Now is his chance to escape but his arms feel heavy and slow, his legs as unable to move as if they are chained to the floor. He just can't stop watching her, still strumming her banjo, still dancing closer, still singing,

“My may-an is so gen'rous,

So sweet and so kind,

He'll give me his muscle,

His heart and his mind!

He'll always love Ella,

Our two hearts entwined

As my strength keeps risin',

While his falls behind!

Yes, my strength keeps risin',

And his falls behind!

She is right upon him now, towering over him, blocking any exit, her enormous breasts come closer and closer to hitting him as they bounce heavily around his head like punching bags as she dances but mysteriously always just miss, though hemming him in. Their movement beneath her top makes him dizzy with desire, unlike anything he has ever experienced. On the verge of being overwhelmed by her display of sexuality, Popeye grasps her by the waist to move her aside and flee, but her abdominal muscles feel like iron, and he can hardly close his fingers to grip her, much less lift and move her.

“Oh darlin'! Don't tire yerself out tryin' to take me! I'm gonna take you!” She lifts him as though he weighs nothing and again kisses him deeply. Her breasts press against him, her nipples thicken and push into his chest, her abs ripple like the sweep of an incoming wave at the beach as she rubs her body on his, and the scent of her arousal stokes his hunger like the smell of a roast nearly done. Savoring the kiss, she lets his body slide down against hers, enjoying the feeling of his face along her breasts. Meanwhile, as Popeye's feet reach the floor a new wave of weakness runs through him. His arms and legs once again surrender their spinach-fueled size and power, all of which flow straight to his already stiff member, which thickens and hardens like steel, rising twice as powerfully as before, and pushes insistently against Ella Mae's muscled thigh.

“Is that yer wedding present fer me? It's so beautiful!” she declares. Ella Mae bends her knees, spreads her legs slightly to fit Popeye's between hers, and slowly takes his throbbing tool inside her. She wraps her hand around his butt and begins lifting him in and out of her, pumping his rod with hearty enthusiasm. His arms bend helplessly against her body as he tries to stop her. Never in the eighty years of Popeye history has he allowed Olive even to come close to touching his most intimate, personal part. And never has he permitted any release of his precious essence, whether with a woman, or even alone in his bunk. But he can't stop her, nor can he stop himself; her rhythm is irresistible. Faster and faster she moves him, in and out, in and out, in and out and in and out. He tries desperately to hold back, but the sensations are too much for him, and eighty years of accumulated, suppressed desire burst out in a jet – propelled flood that fills Ella Mae's waiting vagina and sparks her own fevered orgasm that in a three minute series of powerful pulses pumps Popeye dry. He falls limp against her body and she holds him up to look into his dazed eyes, happily regarding her potent lover, joyful at the consummation of their lawful union.

As you may imagine, it is not just ordinary semen that has entered Ella Mae.

During the eighty years since Popeye was first drawn, tens of thousands of doses of spinach have powered his muscles, only to wear off at the first stirrings of any post-battle arousal, a physical reaction unavoidable for any healthy, mature man, no matter how G-Rated he may be, no matter how much he has disregarded his needs as a sexual being. Popeye's narrow-minded upbringing, his lack of education, and his Hays Code Puritanical morals blinded him to the workings of his libido and kept him from making the connection between his sexual desires, no matter how deeply suppressed, and his loss of spinach power. His platonic attachment to the sexless Olive Oyl kept his arousal level at a minimum, just enough to drain his spinach power slowly. It appeared to him that spinach was simply a power charge of limited duration. What did it matter, the simple, unscientific sailor assumed? Spinach wears off. Sex and spinach are everywhere, sex, an evil to be avoided and spinach, a boon to be indulged in repeatedly. And, finally, spinach and girls don't mix. These simple untruths have guided him through life. Until now.

These are the truths. Spinach never wears off. Spinach works better for girls than for men. The chemistry of male arousal draws the spinach power to the testes. The chemistry of female arousal, which the sexless Olive has never truly felt, makes it bind with muscle. Permanently.

And if you think sex is evil … well, then you shouldn't be reading this story …

Ella Mae is basking in the afterglow, just beginning to feel the stirrings of desire return for her next round with Popeye, when the accumulation of spinach essence collected in his testes from eighty years of eating one or two cans of spinach every day, and now deposited deep within her, spreads through her body and fills her suddenly with a warmth and an energy unknown to any mortal – other than the select few who are female characters in Marknew stories. The spinach theme sounds, first a single banjo, then ten, a hundred, a thousand, ten thousand, thirty thousand, fifty thousand, one for each can of spinach consumed by her lover and stored, unknowingly, just for her on her wedding night. Primed by her sexual arousal for her man, the spinach receptors in her muscles bond instantly with the torrents of spinach essence circulating through her system, making her muscles larger and denser with each second.

Popeye is weightless to her now, like an appendage of her own hand. “Oh darlin'!” she says. “If I'd a ever know'd …”

As the music plays, an ultra-high definition image appears on Ella Mae's bare stomach, a picture of a can of spinach as tall as Popeye, with Popeye standing beside it trying desperately to pry it open using a can opener far too small for the task. He pounds his fists against it in frustration, without effect. As he does so, it grows larger and larger, as high as Ella Mae's shack, then as high as the tree in her garden, then taller and taller until it stands taller than the Empire State Building, whose spire reaches only as high as the “Spinach” lettering across the can. Now, Popeye is just a tiny figure at the base of the can, still punching at it ineffectively. Ella Mae is standing on the opposite side. The image zooms closer. Ella studies the can with her hands on her hips, and then, with a single blow, she punches a hole in the can and inserts the large end of a funnel into the hole. Placing the smaller end in her mouth, she sucks all of the sky-scraping mound of spinach out in less than ten seconds, until the power of Ella Mae's suction collapses the can down to a flat disc. The picture of Ella Mae grows as tall as the can had been, leaving Popeye a mere speck on the edge of her pinkie toe.

The music plays more loudly, and the real Ella Mae flexes her large, round biceps in turn. A series of ultra-high definition pictures flash by on them, each shining with more power than the one preceding it. The left bicep flexes and flashes a picture of a camera battery, the right a AAA battery, the left a car battery, the right an electric car fuel cell, the left a windmill, the right a river mill, the left a hydroelectric plant, the right the Three Gorges Electric Project, the left the sun, the right a blue giant star, the left a globular cluster of stars, the right the Milky Way Galaxy.

“It's blinding me. I cants see!” Popeye cries out, covering his eyes. Ella Mae relaxes her arms and puts them down at her sides, ending the light show, but the music continues even more loudly. She squeezes her firm breasts together, and a new ultra-high definition image appears on the creamy skin of her breasts. In the picture, she is standing with one hand on her hips, her breasts thrust out proudly, while holding Popeye under her other arm against them. Her breast is far larger than his head, and she eases her long nipple into his mouth. He swallows furiously, trying to keep up with the milk flooding from her, and as he does he grows rounder and fatter, his cheeks puffing out, his arms becoming soft and jiggly, his stomach protruding like a baby's. “Kitchee, kicheee koo!” the image of Ella Mae is saying. “How's my little darlin'? My darlin' lil baby!”

“No, no, no!!” Popeye shouts, startling Ella Mae, who drops him. Popeye scrambles across the room and scoops all of the spinach from the fresh plants and stuffs it into his mouth and then pops open the remaining thirty cans of spinach and downs them while Ella Mae frowns.

“Why'd you go an' do that, honey? Don't you know those 'er fer plantin!'” Ella Mae complains.

“'Cause that's all I can stand, I can't stands no more,” he declares as the spinach makes a great lump in his stomach. Never has he eaten so much spinach at once. With his tune played by an ear-splitting chorus of trumpets, the lump rises to his chest and then spreads out to his shoulders and then his arms, creating a tower of muscle upon muscle upon muscle, like a pile of progressively smaller building blocks higher even than his head.

“Awww, that's so cute!” Ella Mae says, flexing her biceps and producing her own far higher tower of muscles, with her muscle building blocks starting out larger than his and increasing in size as they reach higher.

“Whoa!” he says, frowning. He puts his arms down and pushes out his chest, his muscles pumping his chest up and down faster and faster like a motor gathering power and speed.

Ella Mae giggles. “Awww, you're so funny, honeybunch!” She holds her arms at her side and pushes out her chest so far that her nipple touches his, producing a spark that stops the “motor” cold. “You're gonna get yourself all tuckered out!” she teases, “and we got lots an' lots more lovin' to do!”

“Oh no we don't!” Popeye declares, covering his waist with a towel and turning to go. “I said I've had alls I can stand and –

“And I say we do,” Ella Mae counters, stepping right up into their first marital spat.

“Not ifs I kin help it!” he replies, striking his most muscular “most muscular” pose. On his abdomen an image appears of the muscular Popeye, his sailor suit now blue, with a flapping red cape and an “SP” SuperPopeye emblem on his broad chest.

“Well that's fine! 'Cause you can't!” she said conclusively, striking her own more muscular “most muscular” pose. All her muscles tense, and her powerful pectorals raise her breasts and extend them outwards toward Popeye, making his eyes bulge. He wants to look away but he can't. Around her pubis, a large, ultra-high definition image of a large glowing green magnet appears and as her hips and shoulders sway seductively, force lines emerge from the magnet aimed at his most personal part.

“Whoa!” Popeye says, staring at Ella Mae's sensual dance. For the third time today, he feels the strength from the spinach drain away while his tool starts to grow to unusual proportions. “Oh no! Not again!”

“Oh, yes, darlin'” Ella Mae replies. She moves closer and places her hands on Popeye's rapidly shrinking shoulders. “Agin 'n agin 'n agin!” The magnet looms larger and shifts its angle, continuing to point directly at his rapidly stiffening member, which bursts through the towel and points back at the magnet.

“Ya cants do this to me!” Popeye complains, his arms now as thin as when he started. “Ya keeps undoing my spinach!”

Ella Mae pulls him inside her. “I aint undoin anythin', darlin'! I'm jus' movin' it around. Mmmmmm! That's good, hun, and around and around and around!” she purrs contentedly, looking forward to the next torrent of spinach-cum from her ma-yan, her may-an, her ma-a-a-a-a-an and singing,

His strong days are finished

'Cause I get the spinach

From Popeye my sailor man!

OOOOH OOOOH!