Meet Malta’s Popeye Village — A Film Set-Turned-Town

Built as a backdrop for the 1980 cult film Popeye, this seaside village is a quirky time capsule of a cinematic past.

Sweethaven Village, viewed in all its glory.

It would be an exaggeration to say I’ve always dreamed of visiting Popeye Village. But for someone whose dream it wasn’t, I sure talked about it a lot. I even talked about it on a podcast, which is almost the same thing as whispering a secret yearning into the wind on a moonlit night, especially if it’s a podcast that doesn’t have that many listeners. Sometimes you have to say something out loud a few times, as a joke, in order to realize that you mean it.

Popeye Village is a string of 20 or so ramshackle wooden buildings on a cliffside overlooking Anchor Bay, an inlet on the northwest end of the island of Malta. Although it resembles a down-at-the-heels 1900s New England fishing town, it was actually built from scratch in late 1979 as the set for Robert Altman’s film Popeye, starring Robin Williams — then best known as the star of TV’s Mork & Mindy — as E.C. Segar’s legendary spinach-powered sailor.

Altman’s Popeye ended up being one of the strangest movies ever spun from comic-strip source material. It’s a sweetly classical screen musical staged and shot in Altman’s signature murky-realist style, featuring droll and plaintive songs by Harry Nilsson performed by actors who can’t really sing. The movie didn’t quite bomb — it cost more than $20 million to make and earned around $50 million at the box office, which wasn’t bad for a movie about Robin Williams in prosthetic forearms muttering unintelligible ad libs around a corncob pipe. And over the years, its reputation as a quirky lost masterpiece has only grown; its adherents include Paul Thomas Anderson, who used Olive Oyl’s signature song, “He Needs Me,” sung in the film by Shelley Duvall, to underscore a key scene in Punch-Drunk Love.

A scantily clad day at Popeye Village.

But in 1980, the reviews were mixed, and the movie’s relatively modest success failed to turn things around for Altman, an icon of the boundary-breaking American cinema of the ’70s who hadn’t had a hit since 1975’s epoch-defining Nashville. Within the year, he’d be forced to sell Lionsgate Films, an ambitious film production-distribution company he’d built in a more brashly optimistic moment. “I feel my time has run out,” he told the New York Times in 1981. “Every studio wants Raiders of the Lost Ark. The movies I want to make are movies the studios don’t want. What they want to make, I don’t.” After Popeye’s release, he spent the ’80s in a kind of career twilight, mostly making made-for-TV movies and filmed adaptations of stage plays.

Popeye was also a kind of Waterloo for Robert Evans, the in-all-figurative-senses high-flying producer who’d put the project together. By the time the movie was released, Evans had been convicted of narcotics possession. The man who’d once wheeled and dealt masterpieces like The Godfather and The Conversation into existence would produce one more film — 1984’s scandal-plagued The Cotton Club — before slipping off the map for nearly a decade. Jaws and Star Wars had ushered in the age of the blockbuster; the age of studio-sanctioned hippie auteurs was over. So Popeye Village isn’t just a tourist attraction — it’s a kind of inadvertent monument to countercultural Hollywood on the site of the insurgency’s last stand.

The deal Altman’s production made with the local authorities gave the Maltese the right to decide whether to tear down the set. Over Altman’s objections, they left it where it was, and in 1982 it opened for business as an amusement park. It’s one of the strangest places I’ve ever had the privilege of visiting — a kind of cargo-cult town built in and around the remnants of a cinematic shipwreck.

But as I’d discover over the course of a week on and around Malta, ’80s Hollywood is only the most recent of the many long-vanished empires that has left its mark on this place. For a rock in the middle of the Mediterranean the size of Lubbock, Texas, Malta has a surplus of past.

I’m sitting with my wife and daugher in a movie theater with a corrugated-steel floor. I’m wearing a pair of flimsy 3-D glasses whose left- and right-eye images don’t quite resolve, no matter where I perch them. We’ve come to see the ancient temple at Ħaġar Qim, constructed by prehistoric Maltese thousands of years before the birth of Christ — contemporaneous structures include the Ġgantija temples on Gozo, which, legend has it, were built by a giantess who lifted stones with one hand while holding a baby in the other, à la Popeye.

First we’re directed to the theater for a “4-D Experience” that promises to bring the temple’s history to life using sound, smoke, water droplets, even scents. All of this is explained in English on a sign by the theater door. The sign advises the epileptic and the otherwise strobe-averse to proceed with particular caution.

At Mgarr ix-Xini bay in Gozo.

The sign turns out to be the most intense part of the 4-D Experience at Ħaġar Qim. The movie itself is a short computer-animated tour of the site and its history. A lizard crawls between the rocks. Fires in the temple, lit by ancient people in tribute to long-forgotten goddesses, send sparks into the starry night. The ancients dragged these stones here, building what some say would someday be the oldest freestanding man-made structures on Earth. Then, around 2500 B.C. — cue the rain effects and apocalyptic strobes! — Malta’s temple culture came to a sudden end. For centuries, as Malta is conquered and reconquered by every empire ever to put boats in the Mediterranean, the temple stays mostly buried, until 1839, when its remains are excavated and, more recently, rebuilt under a protective tent. The scent guns hiss, but the smell of the room doesn’t change.

Ħaġar Qim itself sits on a high cliff overlooking the sea. A long, straight concrete walkway leads down to the temple from the visitors’ center. My wife and my daughter run ahead. I take my time on the walkway, listening to an insistent northwesterly wind whip through the dry grass, looking out at a grassy hillside pocked here and there with tiny square cabins built as hides for trappers looking to catch finches. I daydream about a simpler life as an old-timey Maltese poacher and then surrender to the gravitational pull of the hill and the sea.

Our daughter sticks her head inside the temple — a kind of Flintstones split-level with open-roof rooms on two levels, all built from blocks of the same old-newsprint-colored limestone everything in Malta seems to be carved from — and parks herself on a shady bench to read a fantasy novel about warring clans of feral cats trying to murder each other. She is 8 and has already discovered the vital teenage skill of making her boredom our problem. I know I have about ten minutes to stand here and feel the ghosts of ancient fires lit in the dark night of history before she mutinies.

We’ve heard there’s a beach called Għar Lapsi that you can hike to from here. The woman working the entrance to the temple says there isn’t, but the old man who runs footsore visitors back up the walkway in a golf cart says there is. He gives us vague directions in spotty English. Over there. Then down. We look for a path and find only scrub and rock and a downward slope whose maximum degree of incline we can’t see from here. My wife wants to try it; I can’t not imagine our daughter in her sandals slipping all the way down a cliff face, and the rock at the bottom that will undoubtedly crack her head open like an egg.

The prawns from Carmen’s Bar & Restaurant.

Back to the temple. The old man in the golf cart laughs when he sees us and asks if we changed our minds about the beach. We explain ourselves. The golf-cart man tells us that there’s another path to the beach that is longer but less strenuous. It’s like that joke about the path to the church, which is straight but long, and the path to the bar, which is crooked, but we will walk carefully. We set out on the long way to the beach but somehow find ourselves hiking up and away from the shore. Our journey is now a joke about three idiots on a tiny island who somehow can’t find their way to the water. When we hit the main road — a one-lane highway with no sidewalk, on which the only traffic is loaded dump trucks racing around blind corners at terrifying speeds — we decide to turn back and call a cab.

The beach we’ve been trying to get to for an hour turns out to be seven minutes away. Like a lot of Maltese beaches, Għar Lapsi is really just a point where ocean meets rock. But there’s a concrete dock with a swimming-pool ladder at the end of it, and when we float in the water it’s clear and cold. After a while we towel off and walk up to Carmen’s Bar & Restaurant. On a patio overlooking the sparkling sea, we drink cold Maltese white wine and eat mussels and huge electric-red king prawns served by Gilbert, who’s married to Carmen, who’s working in the kitchen.

I slop French fries in a slurry of rich prawn brains and garlic butter. It’s one of the best meals I’ve ever had. The patio sits next to a row of old fishing boats, dry-docked and sun-faded but painted in the Maltese style, in bright clashing colors, like something the owl and the pussycat might sail away in. In their shadow, a street cat — part of what must be the largest and most personable population of strays anywhere on Earth — pokes through a pile of seafood leavings and walks off contentedly with a fish bone straight out of a Heathcliff cartoon, delighting our daughter to no end. Finally, a place with something for everyone.

We spend a few days in Valetta and its environs, slipping in and out of Malta’s various pasts, from the re-created bomb-shelter tunnels of the Malta at War Museum to the shops and restaurants of Strait Street, once a seedy red-light district immortalized in Thomas Pynchon’s novel V. Our daughter chases street cats on fortified battlements where the Knights of Malta — the religious order whose protection the island fell under in the 1500s — once manned cannons to fend off pirates.

Sunbathing with a view of Valletta.

In 1607, the Knights took in a stray of a different kind: Milanese-born Michelangelo Merisi da Caravaggio, one of the originators of the Baroque style of painting, who’d fled to Malta from Naples after killing a man — reportedly a pimp — named Ranuccio Tomassoni in a tennis-court dispute. Caravaggio was a bit of a “problematic fave” even by 17th-century standards — he rolled with thieves and hustlers, brawled and gambled, and filled the gory and psychologically intense biblical scenes he painted for wealthy patrons with saints and angels modeled on the male and female prostitutes whose company he favored. He was possibly the most famous artist in Rome by the time Pope Paul V sentenced him to die for Tomassoni’s murder.

At the Upper Barrakka Gardens in Valletta.

Upon arriving in Malta, Caravaggio easily finagled a position as official portraitist to the Knights of Malta and paid for a knighthood of his own by painting a massive altarpiece for the Co-Cathedral of St. John, depicting the beheading of John the Baptist. On our last morning in Valletta, we swing by after coffee to see this masterpiece in person.


It’s 12 and a half by 16 and a half feet of exquisitely composed torment, executed by a master whose understanding of brutality transcended the philosophical. Everyone in the painting is having their own separate experience of the execution, from the horrified old woman holding her head to the weary jailer pointing to Salome’s gold head platter like “Let’s get this show on the road,” but your eye goes to the executioner, who’s just finished sawing open John’s neck, and the loving detail with which Caravaggio renders his rippling back muscles. He looks like he teaches CrossFit on weekends. It’s the most lurid thing I’ve ever seen in a place of worship — a Tarantino murder playing on the big screen inside God’s house.

Caravaggio didn’t last long in Malta. The day before The Beheading of St. John the Baptist was set to be unveiled, he shot and wounded a fellow Knight of Malta and was thrown into the dungeon under Fort Saint Angelo. When he was stripped of his knighthood, it would be in absentia; he’d already escaped from jail and fled from Malta to Syracuse.

Shrine detail from a church in Gozo.

We’re leaving Malta, too — for Gozo, the second-largest island in the Malta chain, which will actually put us just a short ferry ride away from Anchor Bay and Popeye Village, the pretend city of our final destination. We drop our bags at our new Gozitan home, a farmhouse a few minutes outside the town of Victoria, and make the trek uphill to the city center, where there’s a funeral letting out at St. George’s Basilica. A black bubble hearse pulls slowly away from the church as a crowd of mourners disperses. Old men dab their eyes; at the edges of the crowd, women in funeral black light cigarettes and check their phones, catching up on the problems of the living. There will be another funeral tomorrow. In the next piazza over, couples smoke and drink beer in a sidewalk café and watch Russia crush Saudi Arabia 5–0 in a World Cup match live via satellite from Luzhniki Stadium.

Gozo is a quiet island, except when the owners of the local vineyards are firing propane-gas guns over their land to frighten starlings off their grapevines, a sound that seems to grow louder at night, as if the front of some cavalry-based war were making its way ever closer to the front door of our farmhouse. We fall asleep watching By the Sea, a 2015 melodrama written and directed by Angelina Jolie, who stars as the troubled wife of a blocked, alcoholic novelist played by her then-mustached soon-to-be-ex-husband, Brad Pitt.

The movie is set in the South of France in the 1970s, but it was shot right here on Gozo, on and around the beach at Ix-Xewkija. Once you know that, By the Sea becomes that much more absurd, like a Western shot in midtown Manhattan. Unlike the stars of this movie, my wife and I can never get divorced, because no one else in the world loves By the Sea as much as we do. Two nights in a row we doze off watching Brad Pitt drunk-act and speak surprisingly fluent French, and wake just before dawn to the call-and-response of roosters screaming at each other across the fields.

In the late ’70s, after being outbid by Columbia Pictures for the rights to the stage musical Annie, a peeved Robert Evans began developing a film adaptation of Popeye, initially for Dustin Hoffman, with Hal Ashby (Harold and Maude) slated to direct. When both Hoffman and Ashby dropped out, Evans turned to Altman, who’d spent the back half of the ’70s making brilliant but little-seen movies like 3 Women and the claustrophobic sci-fi drama Quintet and wasn’t in a position to say no to a project like this. To hedge its bet on the maverick director, Paramount convinced the Walt Disney Company to cover half the cost of production in exchange for the foreign rights to the film.

To make a Christmas release date and accommodate Robin Williams’ shooting schedule on Mork & Mindy, Altman would have to shoot in winter, which took the American East Coast — the most obvious location available — out of the running. But it’s also been said that Altman chose Malta mostly to put as much distance as possible between his set and the Disney and Paramount executives whose money he was spending.

This decision meant production designer Wolf Kroeger had to build the wooden village of Sweethaven from scratch on a rocky island with no indigenous timber, importing logs from Holland and shingles from Canada, along with eight tons of nails and 2,000 gallons of paint. The fact that the lack of wood was not considered a deal-breaking issue tells you a lot about the mental state of the people who made Popeye; so does the Popeye chapter of Mitchell Zuckoff’s Robert Altman: The Oral Biography, in which crew member David Levy recalls smuggling pharmaceutical contraband through Maltese Customs inside human-size dummies. “When we were on Malta, we were on everything but skates,” Williams would later recall.

Robert Evans — a prodigious user himself — wasn’t so lucky. In preparation for a visit to the Malta set, he packed his stash with his belongings in two steamer trunks. When his luggage failed to arrive in Malta, Evans convinced Maltese prime minister Dominic Mintoff to order an exhaustive search, telling him the bags contained a personal letter to Mintoff from Evans’ close personal friend, Dr. Henry Kissinger. When his luggage was recovered the next day, Evans caught the first plane back to the U.S. to persuade Kissinger to save his movie by writing Mintoff a backdated letter.

Altman’s son Stephen, who worked as a prop master on Popeye, describes the Malta shoot in Zuckoff’s book as “the hardest, roughest time.… Everybody went through changes, everybody had huge changes of life, and people got divorced and married, and very few people were left sane on that island.” And yet parts of the experience still sound at least a little bit magical. For a few months, as the ’70s gave way to the ’80s, this remote corner of an equally remote island was home to Altman, Williams, and an eclectic cast and crew that also included screenwriter Jules Feiffer, the singer-songwriter Harry Nilsson, Federico Fellini’s longtime cinematographer Giuseppe Rotunno, a number of supporting actors with past experience as clowns or acrobats, and a young Dennis Franz. At night, when shooting was finished, cast and crew often gathered in a tin building near the set to watch Nilsson and an all-cult-icon band — including Beach Boys lyricist Van Dyke Parks and Beatles confrère Klaus Voormann — record the songs Nilsson had written for the movie’s soundtrack.


When we arrive at Popeye Village the sky is a brilliant blue, but the wind is blowing hard, and the blue-green waters of Anchor Bay are white with chop. Today’s boat tour of the harbor is canceled. Swimming out to the inflatable trampoline that bobs a few hundred feet offshore is also out of the question. But none of this matters, because we are in Popeye Village, and the wonders begin the moment we step onto the main and only street, where a 30-something Maltese man in a Popeye sailor suit is making a movie.

He’s shooting with what appears to be a video camcorder of ’90s vintage. His stars are a small group of European tourists who’ve been provided with slightly threadbare old-timey costumes. Popeye directs them in a staged fight, telling them when to make threatening faces, when to throw punches, and when to fall down. There is something indescribably thrilling about coming to Popeye Village and discovering that not only are they still making Popeye movies there every day, but Popeye himself is directing them, even if he does not seem to share Robert Altman’s commitment to fly-on-the-wall naturalism.

I’m not sure I’ve ever been to a place that lived up to my low expectations so completely. I don’t want to imply that Popeye Village was not clean or safe or fun, because it was all of those things, but it also felt ad hoc and cheesy and low-budget in a way that, at least for me, was almost sublime. It’s not a perfect, seamless entertainment experience, but there is strange magic in the degree to which it is what it is.

Over the years, Popeye Village has acquired a few slightly more general-interest attractions that weren’t part of the Altman set. There’s a shop where you can buy silver jewelry, a very small Christmas village featuring some decrepit-looking animatronic elves, and a set of fake stocks you can put your head through for hilarious photo opportunities. At the far end of the village there’s something the official literature refers to as a “water park” — the cashier’s exact words, while circling a tiny icon of a slide on a map with her finger, were, “There are games, such as this, in the water, for the children.” It’s actually a plastic play structure, as seen in countless American backyards, except this one’s submerged in the center of a small lap pool around which baked-brown European men lounge and smoke. We take one look at it and steer our daughter back down the hill to eat French fries in a wine bar called Tipsy & Son’s Winery, on whose chalkboard sign someone’s drawn a jaunty Popeye saying i yam what i yam, and i yam drunk. Later, when quizzed about the highlights of her visit to Malta, she will speak only of the various street cats she met and named.

Maltese Popeye poses with tourists as Bluto looks on.

Popeye Village’s houses look crooked and dilapidated from the outside, but that’s how they were built. The only real difference is that they’ve been painted various ice cream colors over the years; Altman wanted the town to look drab and gray so that Scott Bushnell’s costumes would pop on-screen. I move in and out of the post office, the Popeye-memorabilia museum (Popeye comic books, Popeye dolls, Popeye thermoses, Popeye-brand canned spinach) and the Sailor’s Union, where wax dummies of Popeye and Bluto square off in a tiny boxing ring. A pile of lighting equipment — including some big kliegs with rental-house stickers identifying them as the property of England’s Pinewood Studios — rusts in the corner.

Altman may not have wanted this set to have an afterlife, but I have to believe that as ’70s cinema’s premier ringmaster of chaos he would have appreciated what the Maltese have done with the place. Mr. and Mrs. Oyl’s house appears to have been redecorated in stages, with a mix of prop furniture (including the hammock bed in which Williams lay dreaming of his long-lost Poppa), nautical knickknacks, and a serial-killer-trophy-collection-esque smattering of decaying dolls and stuffed animals. I’m standing on the Oyls’ porch, processing the postmodern implications of all this — production-designed disrepair giving way to the real thing as the years pound the world like waves — when I feel a presence behind me and hear a guttural voice commanding me to move.

Maltese Popeye and Olive Oyl.

Except it comes out more like “Moooof.” It’s not a request. It’s Bluto. Or it’s the guy who plays Bluto at Popeye Village. He’s a regular-size man in a black-yarn beard with a pillow under his henley. Behind him is the Olive Oyl of Popeye Village, who chides him for his rudeness — Blut-ohhhhh — as he pushes past me. The Olive Oyl of Popeye Village looks nothing like Olive Oyl. She’s probably a Maltese model. This is just a springboard for her. A talk show anecdote to hang onto.

I’m on sensory overload. I walk down to the shoreline, where there’s a mostly empty concrete sun deck. A lifeguard watches me closely, as if to make sure I’m not planning to jump in the bay and let the current take me. When you’re tired of Popeye Village, you are tired of life. I take my shoes and socks off so I can stand in the waters of the Mediterranean off the coast of Popeye Village. I put my feet in the cold sea. I have a moment. Then I walk back up the hill to the village, where I discover Maltese Popeye, Bluto, Olive, and the rest of the Popeye Village cast performing a choreographed dance routine to a medley that includes a techno remix of the sea shanty “Drunken Sailor,” some high-energy Maltese-language pop tunes I don’t recognize, and the American hot-country song “Friday Night,” performed by the Nashville trio Lady Antebellum. Later they pick up white flags and perform a color-guard routine. Apparently everybody who works at Popeye Village in a non-food-service capacity has to dance; you can’t pick up your souvenir photos from the souvenir-photo kiosk while the dance is in progress because the young woman who runs it is busy down the street, twirling around a fake lamppost.

I could stay here forever. My family feels a little differently. We leave our souvenir photos behind and take iPhone pictures in front of a wooden cutout of a headless Popeye. We prop our chins on the headless Popeye and make the kind of dumb faces you make in a situation like that. Then we walk out to the parking lot to wait for the bus. That’s where we catch one last glimpse of Maltese Popeye, still in costume, still sweaty from the dance number. He appears to be taking out the trash.

Malta Beyond Popeye

An incomplete but quirky guide.

Winston Churchill once referred to Malta as the “unsinkable aircraft carrier” — it was bombed more than 3,000 times by the German Luftwaffe and the Royal Italian Air Force during World War II. These air raids — and the underground tunnels the Maltese built to escape them — figure prominently in V., the debut novel by Thomas Pynchon, who’s believed to have visited the island in the 1950s as a seaman. Duck into the maze of tunnels beneath the Malta at War Museum in Birgu, across the Grand Harbour in Valletta, for an authentic air-raid experience complete with sirens and re-creations of the tiny chambers where Valletta’s life as an underground city unfolded.

St. John Street in Valletta, Malta’s capital city, is home to the Anthony D’Amato record shop, possibly the world’s oldest recorded-music store. It opened as a furniture store in 1885 and began selling music on phonograph cylinders shortly thereafter. Once, D’Amato’s was the only place on the island to buy music released on the HMV label; look for the sign depicting HMV’s Nipper the terrier.

Parts of Mdina, the so-called “Silent City” that was once Malta’s capital, played the role of King’s Landing during season 1 of Game of Thrones. Nearby is the Medina Restaurant, located in a building that dates to the Norman conquest of the island in the 11th century. Eat its haute take on local cuisine in the courtyard under the oleander tree if you can.

Viewed from the water, Valletta itself resembles a castle rising out of the ocean. Its harbor was fortified in the 16th century by the Order of St. John, also known as the Knights of Malta, after it became the island’s sovereign protector. A narrow tunnel that once connected two of the Order’s fortifications — St. John’s Cavalier and its neighbor, St. James’ Cavalier — now houses the superb modern Mediterranean restaurant Rampila. The outdoor terrace was once a gun emplacement for the Order’s cannons and provides exceptional views.

Although Coke and Pepsi are as widely available in Malta as they are on the rest of the planet, the island’s national soft drink is Kinnie. It’s flavored with bitter chinotto oranges — a key ingredient in most Italian amari as well as Campari — and other aromatic herbs, and it’s improbably refreshing; imagine a sweet, thirst-quenching Fernet-Branca with fizz.

About the author: Alex Pappademas is a writer, editor and podcaster. He is the former executive editor of MTV News, the former cohost of the podcasts Do You Like Prince Movies? and North Mollywood, and a regular contributor to GQ, GQ Style, and the New York Times. He has also written for Grantland, Esquire, Rolling Stone, Men’s Health, the Outline, Playboy, and Spin. He lives in Los Angeles with his wife and daughter and on Twitter.