in 1913 london england George and Mary Darling get married and have children named Wendy John and Michael and Nana their st bernard and Wendy tells John and Michael stories of Peter Pan and his adventures in neverland but Nana steals Peters shadow and Wendy locks it away in a dresser and George and Mary are preparing for a party to go to and John and Michael sword play as Peter Pan and Captain Hook and Popeye Wimpy Olive Oil Sweet Pea and the young sailors arrive at the nursery and meet Wendy John and Michael but George says its Wendys last night in the nursery and puts Nana outside and Mary tucks Wendy John and Michael in bed and gives Popeye and his gang a room but Peter Pan and Tinkerbell arrive in the room and find his shadow which Wendy sews back into him but tomorrow shes got to grow up but Peter wont allow and John and Michael wake up and meet him so do Popeye and his gang he sprinkles fairy dust on them making them fly out into london on the street they reach big ben and fly off to neverland in the sea on a pirate ship on a boat is Bluto he boards the ship and meets rough and touch pirates and the first mate Mr Smee who interdouces him to their ruthless leader Captain Hook who is trying to locate Peter Pans hideout but cant so he assumes that the indain princess TigerLily could help him and he makes Bluto a member of his crew but a pirate on the mast with an according is singing but Hook shoots him off the mast and into the sea and Bluto thanks Hook for killing that man but Smee tells them its not good form but Hook informs Smee that its also not good form for Pan to have cut his left hand off and feed it to that monsterous saltwater crocodile the reptile loved how Hooks hand tasted he followd him everywhere hoping to get another bite and Smee annouces that the croc would eaten the ruthless captain if he had not eaten the alarm clock and now when he is out in the sea he warns the villianous pirate when he is hunting him but a tick tock nose is heard by Smees ear and Hooks eyes and moustach twitches in rythem and soe does Blutos bubbles are swimming towards the the Tick Tocking Crocodile licks his lips and climbs the rock Hook grows frightend and begs Smee to shoo him off and Smee tells the Croc that Hook is not on the menu and than the Crocodile frowns and swims back to crocodile creek and Smee gives Hook a relaxing shave and shaves a seagulls butt unnoticed but after the seagull flies off he thinks he shaved off his captains head and looks for it but Hook threatens to hit Smee but Robert Mullins alerts them that Peter Pan is back in neverland and Hook sees him with Wendy John and Michael Bluto sees that Popeye and his gang are with Peter and they pive up the crew and light the cannons and Wendy John and Michael love neverland so do Popeye and his gang but cannons fire from Hooks Ship and Peter tells Tinkerbell to take Wendy John Michael and Popeyes gang to the island while he draws Hooks fire and the cannons miss him and Hook Smee and Bluto get on the boat and head for the indain camp and kidnapp Tigerlily and the Crocodile follows them and the Indain Chief finds her missing and sends his indains out to capture the lost boys and Tinkerbell enters hangsmen tree telling the Lost Boys that Peter ordered them to shoot Wendy and they do but Peter saves Wendy and banishes Tinkerbell and Peter and Wendy decided to go visit the mermaids and Popeye and Olive Oil go with them but John Michael Sweetpea Wimpy and Popeyes nephews join the Lost Boys on their indain hunt crossing hippos oragatauns rhinos and bears but the indains capture them and take them to the indain camp and the Chief accuses them of capturing his daughter Tigerlily at the mermaid lagoon Peter and Popeye talk with the mermaids but they are mean to Wendy and Olive Oil suddenly a boat passing through and the mermaids swim off on the boat is Captain Hook Mr Smee and Bluto who has the indain princess TigerLily and behind them is the hungry Crocodile that smiles at the camera and follows them to SkullRock and Peter Wendy Popeye and Olive follow and inside SkullRock Hook orders Tigerlily to tell him where Peters hideout is if not he will leave her in the cave to drown but Peter immatates the voice of a spirit which causes Hook to investigate and then he immates Hooks voice ordering Smee to release Tigerlily which he does but afterwards Hook orders Smee to chain her back up and again immates his voice but the real Hook discovers him and has a duel and Bluto discovers Popeye and battles him but Popeye trips Bluto into the water and Hook is caught by his hook hanging on the edge and the Tick Tocking Crocodile arrives just in time to see his prey dangle from the edge he pulls Hook off the edge and into his snapping jaws below but Hook pops out of his mouth howlering for Smees aids Smee gets in the boat and grabs Bluto and aboard then rows to save the Captain who is trying to hold the Crocs jaws open with his feet but slips back in and tries to sneak out but loses a shoe and falls back in and the Croc with Hook hanging out smacks his hand with his tail and chases after him underwater carrying him on his snout Hook tries to escape but the Croc knocks the boat aside and Hook jumps back into his mouth Smee hits the Croc on the mouth with the paddle but Hook gets hit too when he pops out and falls underwater he gets out of the Crocs mouth and back in the row boat but the chase is real rough a big cave is ahead Smee and Bluto escape but Hook bumps into the cave and falls back in the water with his nemesis the Crocodile he tries to flee but bumps back into the cave but the Croc crashes Hook out of the cave and persues him back to the pirate ship and Peter rescues Tigerlily and he Wendy Popeye and Olive Oil leave SkullRock meanwhile Hook escapes the Crocodile that circles his ship hoping for him to appear on deck but tired of waiting he swims for Crocodile Creek and Captain Hook has caught a terrible cold and is ferouis with Pan for humiliating him and bows revange but Smee and Bluto are hammering a do not disburd plaque to the door and hot water pirate passes through and cannot read but when Hook peeks out the door they accidently hit him with the hammer and he falls back into his hot water bucket and they enter the cabin and close the door and they inform him that Pan bansished Tinkerbell and pour too much hot water in the bucket giving Hook the burning fever he gets angry with Smee but than has a new idea to use Tinkerbell to defeat Peter Pan and to help Bluto defeat Popeye so he sends Mr Smee out on the boat to fetch Tinkerbell meanwhile Peter returns Tigerlily to the indain camp and the Chief releases John Michael the Lostboys Wimpy Sweetpea and Popeyes nephews and they join the celebration but not Wendy and Olive Oil instead of dancing they are ordered by the Squaw to gather firewood and realise that neverland is no place for them and Smee bags Tinkerbell in his hat and takes her to the ship and Hook tells Tinkerbell that he can take Wendy away and make Peter forget all shes got to do is reveal the hideout and Hook makes a promise not to hurt Peter and Bluto promises not to harm Popeye and she marks Hangmens Tree and he locks Tinkerbell in the lantern and creates a deadly bomb and wraps it up while Bluto prepares a specail gift for Popeye and joins the crew as they head for shore they return to hangsmen tree and Wendy is homesick so is Olive Oil they wish to return home and Wendy sings your mother and mine to them and Hook Smee Bluto and the Pirates show up and afterwards they all decide to go home but Popeye wishes to stay in the treehole with Peter Pan as they exit the pirates capture and take them away and Hook lowers a wrapped up bomb down the tree and Bluto pours poison in Popeyes drink and they head back to the ship and they tie them to the mast and give them options either join Hooks crew or walk the plank and Tinkerbell escapes to warn Peter and Popeye but Peter is about to open his present and Popeye is about to drink the poison but Tinkerbell takes the present from Peter and the drink from Popeye and drinks it but the package explodes and Hook and Bluto are proud but Peter and Popeye save Tinkerbell and head for Crocodile Creek summoning the Crocodile that follows them to the ship and at the ship they decide to not join the crew as for that Hook makes Wendy and Olive Oil walk the plank but as they jump Peter Pan saves Wendy and Popeye saves Olive Oil and they battle their enemies on the ship and free their friends who battle the pirates and Peter duels Hook once more and Popeye battles Bluto and Wimpy battles Smee and Hook falls backwards towards the plank and the Crocodile tries to snatch him up but fails and hits the waves and Hook battles Pan again but loses his hat and Peter throws the pirates overboard and Wimpy kicks Smee off the ship with them in the row boat and Popeye gets his spinach can out and starts swallowing it and than he gains strength and knocks Bluto off the ship and into the sea and Hook challenges Peter to a no flying duel Peter expects it and battles Hook on the mast and the Crocodile watches them waiting aimlessly but Hook is about to kill Peter but Peter wins the duel and Hook begs Peter to spare his life Peter agrees but on one condesion he must say hes a codfish and he says it and the gang makes fun of him and the Croc in the sea claps with them and Hook embarrised tries to kill Peter again but misses and falls off the mast and into the Crocodiles mouth and flag is thrown in as well and Hook swims for his life covered in the flag but not seeing where hes going runs back into the Crocs mouth but comes out with the clock and throws it back in and swims for the rowboat and the Croc persues him again and sends him bobbing above the sea and chases him out of neverland and Smee and the pirates in the rowboat follow them towards the horizon and Bluto swims after them trying to catch up and Peter is the ships new captain Tinkerbell sprinkles fairy dust on the ship making it fly out of neverland and back to london returning Wendy John and Michael home and Popeye and the gang back to their city George and Mary return home anf let Nana back his inside and Wendy and her parents watch the ship in the clouds the end.