Popeye and related characters, with Hanna-Barbera then producing the series The All-New Popeye Hour under license from King Features, Paramount had long held the theatrical rights to the Popeye character, due to the studio's having released Popeye cartoon shorts produced by Fleischer Studios and Famous Studios from 1932 to 1957. Evans commissioned Jules Feiffer to write a script. In 1977, he said he wanted Dustin Hoffman to play Popeye opposite Lily Tomlin as Olive Oyl, with John Schlesinger directing. Hoffman later dropped out due to creative differences with Feiffer. Gilda Radner, then popular as an original cast member of Saturday Night Live, was also considered for the Olive Oyl role. Radner's manager Bernie Brillstein discouraged her from taking the part due to his concerns about the quality of the script and worries about her working for months on an isolated set with Evans and Altman, both known for erratic behavior and unorthodox creative methods. In December 1979, Disney joined the film as part of a two-picture production deal (including Dragonslayer) with Paramount. Disney acquired the foreign rights through its Buena Vista unit; the deal was motivated by the drawing power that the studio's films had in Europe. Principal photography commenced on January 23, 1980. The film was shot in Malta. The elaborate Sweethaven set was constructed beyond what was needed for filming, adding to the cost and complexity of the production, along with a recording studio, editing facilities, and other buildings, including living quarters. Filming wrapped on June 19, 1980, three weeks over schedule due to bad weather. The set is a popular tourist attraction known as Popeye Village. Parish wrote that Robin Williams referred to this set as "Stalag Altman". Parish noted other production problems. Evans insisted the screenplay reflect the comic strip Popeye and not the "distorted" cartoon version. Feiffer's script went through several rewrites, and he expressed concern that too much screen time was being devoted to minor characters. Feiffer also disliked Nilsson's songs, saying they weren't right for the film. Popeye's original muscle arms formed of silicon rubber were difficult for Williams to manipulate and remove after filming, so two Italian artisans were brought to Malta to remake them and Altman had to juggle his shooting schedule. He also had the cast sing some musical numbers during filming, breaking with the traditional movie-musical practice of actors recording the songs in a studio first and then lip-synching.