Popeye 3 is a 1 or 2 player wrestling game shown from the side with the screen showing the whole of the ring. The joystick moves Popeye about the ring and with the fire button can perform various moves. When in a grapple the joystick needs to be waggled fast to throw the opponent onto the floor. Once the opponent is on the floor then it can be pinned.

Our Hero Popeye has been kidnapped by the evil KRAGGS who wish to conquer the universe. To find out which planets are vulnerable, an intergalactic wrestling contest has been arranged. Popeye has been chosen to represent Earth, and must wrestle against 5 different vicious aliens to save our world from the KRAGGS!

The wrestling match is on a desolate asteroid at the edge of the galaxy. Popeye faces his first of five unearthly opponents in front of a hostile alien crowd. Can you help Popeye beat his wrestling opponents and save the Earth, or will our world be over run by the maurauding KRAGGS!!