Popeye marks the end of Robert Altman’s golden age – the last of his great ensemble experiments before he settled into his 80s output, which was more driven by chamber dramas and limited casts, culminating with the one-man show of Secret Honor. In part, that’s because Popeye was the film that finally sent Altman bankrupt – one of a series of high-budget, high-concept films released at the end of the 70s that absolutely flopped, leading studios to be much more risk-averse about how and when they invested money in New Hollywood auteurs. Like Heaven’s Gate, Ishtar and One From the Heart, Popeye represents a director acting at the height of his powers, apotheosizing Altman’s distinct style as much as Nashville, 3 Women or any of his more canonical films from the previous decade. Yet on its own terms, Popeye also feels like a final devolution of Altman’s ensemble style, and a final acknowledgment that the counterculture it represented had run its course by the time that the 80s arrived. It’s fascinating, then, to think of how Altman’s next film would have looked if he had just one more shot at an ensemble experience, instead of having to wait until 1992’s The Player to resume this particular part of his directorial style.

As the title suggests, Popeye is an adaptation of the cartoon character created by Elzie Crisler Segar, and the animated Popeye the Sailor shorts produced by Fleischer Studios. To date, Altman’s adaptation is the only live adaptation, featuring Robin Williams as Popeye, Shelley Duvall as Olive Oyl and Paul L. Smith as Bluto. The plot is surprisingly simple, and doesn’t deviate dramatically from the original comic strip – Popeye arrives in the small town of Sweethaven, falls in love with Olive Oyl (to Bluto’s chagrin) and then starts looking for his Papi, who was separated from him when he was a young boy. In fact, Popeye doesn’t have much more narrative than a regular comic strip, instead focusing upon the texture of Sweethaven, as well as the off-kilter rhythm that gives the comic strip its punchy dynamism.

This rhythm is bound up with Altman’s depiction of Sweethaven, which the audience discover at the same time as Popeye, who drifts to shore in a rowboat in the opening scene of the film. One of the hallmarks of the extravagant auteurism of the late 1970s was a proclivity for enormous sets, and Popeye is no exception, since the structures of Sweethaven took seven months to build on site in Malta, where they continue to draw tourists as “Popeye Village,” a resort and theme park. Positioned between land and sea, Sweethaven looks like a series of ships that gradually washed ashore, paving the way for a final act in which several of the town’s buildings break away from the land, and return to their original existence as ships. Within that slippery environment, the characters never get their land legs, or their sea legs, as the film approximates the queasy experience of just coming ashore after a long sea journey, or the first few hours on deck of a long sea journey.

Devoid of a stable sense of being on land, but also too terrestrial to really tap into the heave and rhythm of the sea, Sweethaven is constantly in motion, but never quite settles into a rhythmic motion. Objects don’t contour or accommodate people as they should, while the human body takes on the same plasticity, flexibility and absurdity that you typically see in the circus. In fact, some of the extras and stunt doubles must be circus performers, given the rubbery elasticity of some of the bigger set pieces. Yet the effect is never exactly slapstick, since Altman’s world is already too off-centre for physical pratfalls to stand on their own as comic spectacles. Instead, Popeye fuses slapstick with screwball, turning words into physical objects that trip and trap the characters, turning every conversation slightly awry. Somewhere between the people who speak them and the people who hear them, words get lost, collapsing into the impediments that they are meant to navigate and negotiate, until Sweethaven seems to be a manifestation of Altman’s own aural signature – both his overlapping planes of sound, and his tendency to avoid any one point of audibility.

In Altman’s earlier films, these overlapping planes of sound were often expressed by way of his zoom-and-pan aesthetic. Accordingly, Sweethaven also seems like a manifestation of this zoom-and-pan approach, combining so many different planes and levels of space that Altman’s camera doesn’t have to do any real work, since the town already requires the viewer to zoom and pan to make sense of its weird nexus of terrestrial and maritime architecture. Within that dissonant space, character is defined by the different ways people misuse language, or fail to communicate properly with the other people around them. Sometimes language is used emptily, as in the case of the Taxman, played by Donald Moffat, who is always taxing people for meaningless items, despite the fact that he has no way of regulating whether or not they pay. Sometimes language is use obliviously, as in the case of Olive Oyl, who is continually talking past people, halfway into the next conversation before she has finished what she is saying. And, of course, language is often treated as a physical impediment, as in the case of Popeye himself, who moves between “speaking” words and chewing them over in his mouth as foreign objects that don’t quite match his physiognomy.

This dissolution of space and language means that Popeye continues the collective propulsion of Altman’s 70s films, but brings it as close to chaos as possible. While the whole town is driven by the same collective rhythm, this rhythm is more awry and anarchic than has ever occurred in Altman’s body of work. All actions are slightly exaggerated, leaving more room for error and ungainliness, while space itself seems slightly more viscous than normal space, as if it is always trying to ensare, tangle and trip people up. To make matters worse, this viscosity is traversed by hidden currents, meaning that it sometimes propels people faster, and sometimes decelerates them, but rarely allows them to proceed through “natural” space, or to proceed at a “natural” pace. In response, Harry Nilsson’s songs tend to emphasise the blunt physicality of people, objects and words, as in the main refrain to Olive Oyl’s opening song about Bluto, repeated over and over: “He’s large, large, tall, large.”

Within Altman’s body of work, no ensemble cast is more susceptible to the ebb and flow of his mise-en-scene, which has already started to overtake the residents of Sweethaven when the film starts. Just as no character responds in “real” space, no character responds in “real time,” making for a film that is largely comprised of delayed reactions, accelerated reactions, or both at once. Once again, these tendencies inform Nilsson’s songs, which often involve characters just repeating the same words over and over again in slightly different iterations, as if trying to reset the rhythm of the film, and gather Altman’s collective propulsion into a more regular metricality. Much as the film is suspended between sea and land, Nilsson’s score is suspended between speech and song, since none of the musical pieces – with one final exception – quite have the energy to cohere into conventional songs.

This awry energy is most extravagantly embodied by Popeye himself. Since his pipe is always in his mouth, Popeye always delivers his lines out the side of his mouth, placing his delivery halfway between dialogue and voiceover, halfway between talking to himself and talking to other people. This awry delivery is enhanced by his off-kilter pronunciation and phraseology – “Come in before you get your fill of mud!” – generating a circular form of verbal exchange that virtually proceeds by word association. Insofar as Popeye has a backstory, it’s about how he came to occupy this awry subject position, which he largely attributes to his Papi. When Popeye was young, we learn, his Papi used to engage in all kinds of anarchic and asymmetrical play – throwing him up but not catching him, bouncing him on his knee and then letting him fall to the floor, and shaking him awake just as he was falling asleep in bed. Popeye’s quest to find Papi thus becomes a quest to rehabilitate the film’s rightful rhythm, and to restore Sweethaven with a more regular and metrical sense of collective movement.

The effect of this rhythm on Robin Williams’ screen career can’t be overestimated. With the exception of a bit part in Can I Do It…Till I Need Glasses?, this was Williams’ first cinematic appearance, and his first top-billed role. It’s not hard to see the genesis of Williams’ distinctive mode of delivery in Popeye’s awry delivery, or why Altman intuited that Williams would be perfect for the role. Time and again, in both his screen work and his stand-up, Williams’ comic genius lay in his ability to riff just below the level of the conversation, straddling the divide between talking to other people, and reflecting upon the situation to himself, in exactly the same way as Popeye here. Even in his more dramatic roles, such as Good Will Hunting and Insomnia, Williams often felt as if he was speaking awry, keeping a running commentary going on the conversation that prevented him ever being completely pinned down by it. That part of Williams’ comic generosity that exceeded whatever role he played is established by his role here, which both plays to his innate strengths, but also provides him with a flamboyant platform to envisage how far they might take his signature.

This signature, and Popeye’s search for Papi, culminates here with a boat chase that takes the main characters to Scab Island, a volcanic grotto off the coast of Sweethaven. During this scene, several of the houses in Sweethaven break away and return to the sea as boats, before sinking in Pirate’s Cove, a protected lagoon in the middle of Scab Island. The spatial logic of Sweethaven is now deflected onto the natural world, as the mercurial volcanic landscapes take on the burden of Altman’s zoom-and-pan look, full of competing levels and planes of space. Meanwhile, the unusual viscosity of Sweethaven is deflected into the ocean itself, as all of the characters find themselves caught in ungainly positions in the water, or underwater. Olive Oyl is caught in a funnel with rope twisted around her foot, Popeye is forced to use his pipe as a periscope, and all the other characters are suspended on flotsam and jetsam, while the resident octopus starts reaching its tentacles around everyone and everything. This, then, is the final destination of Altman’s fluid ensemble casts throughout the 70s, all of which were exercises in tightly controlled chaos – efforts to capture a countercultural mise-en-scene before it dissolved and collapsed beneath its own ambitions.

Yet instead of mourning the decline of this countercultural propulsion, as he did in Quintet, Altman opts for one final gesture of utopian defiance. After a series of false starts, Popeye finally eats spinach in this closing scene, and yet the spinach doesn’t give him superhuman strength, as it did in the original cartoon. Instead, it simply restores him, and the mise-en-scene, with a fleeting regularity of rhythm, allowing him to negotiate its viscosity as if it were in fact naturalistic space. It’s apt, then, that the main impact of the spinach occurs underwater, as Popeye uses its power to propel all of the characters back above the surface of the water and onto dry land, with the exception of Bluto, who drifts out to sea as the closing credits roll. For one brief moment, the characters all return to a more naturalistic body language, before concluding with the only real song in the soundtrack – a last rendition of “Popeye the Sailor Man” – and the only rhythmically structured dancing scene.

For a fleeting moment, Altman’s ensemble dream crystallises into one final vision of harmony. Yet this moment is precarious as it is precious, since the characters are only just poised above the surface of the water perpetually on the verge of sinking back into its viscosity once again. Popeye’s newfound elegance, in particular, seems destined to devolve, since he spends most of this final scene tiptoeing on rocks that are submerged just below the surface of the water, making it look as if he is dancing across the top of the water itself. While he finally falls in, he comes to the surface just as quickly for the final shot, which forms the last note, and one of the most poignant notes, in Altman’s 70s experiment. During the first part of the 70s, Altman’s collective propulsions were primarily used to service countercultural masculinity, but this often turned out to be just as toxic as the mid-century masculinity it had supplanted. By the time Altman arrived at 3 Women, his ensemble style was thus starting to dissociate from this masculine project – a process finalized in Popeye.

In these closing moments of Popeye, Altman’s dream of countercultural masculinity, expressed via an ensemble, is frankly presented as a child’s dream. More pointedly, perhaps, the figure of countercultural masculinity is now – incoherently – presented as Popeye, who was created during the 1920s, came of age during the 1930s, and was old news by the time there was even a mid-century masculinity for the counterculture to define itself against. In one of the most moving concessions of his career, Altman acknowledges, here, that the countercultural dream was more indebted to past mistakes than it cared to admit, paving the way for his more modest and anxious chamber dramas and theatrical adaptations of the 1980s, which started with Come Back to the Five and Dime, Jimmy Dean, Jimmy Dean. Altman wouldn’t return to the ensemble mode until the early 1990s, but even then it would be haunted by the circular countercultural logic that seems so inexorable in Popeye, best articulated by Popeye himself: “they aint there – now where are they ain’t?”