Adam Sandler plays "Barry Egan," a small business owner with seven sisters whose abuse has kept him alone and unable to fall in love. When a mysterious woman (played by Emily Watson) enters his life, his romantic journey begins.


Shelley Duvall's performance of Harry Nilsson's "He Needs Me" (from Popeye) is featured throughout the film.


Scene from Punch Drunk Love with "He Needs Me"


"...the pummeling soundtrack is swept away by the strains of Shelley Duvall singing 'He Needs Me.' (Yes movie buffs, that is indeed Harry Nilsson's love theme from Robert Altman's notorious Popeye.)" -- Sean Burns (Philadephia Weekly, October 16, 2002)


"The outlandish story and exaggerated colors, together with Jon Brion's lilting score and Shelley Duvall's tunelessly looping rendition of Harry Nilsson's 'He Needs Me,' swirl together to create an ethereal, sometimes sinister dreamscape." -- Ann Hornaday (Washington Post, October 18, 2002)


"When you hear Shelley Duvall sing Harry Nilsson's 'He Needs Me' from the Popeye soundtrack at key moments in the film, you'll know the emotion in Punch-Drunk Love is for real as well." -- Kenneth Turan (Los Angeles Times, October 11, 2002)


"'He Needs Me,' the Nilsson song Shelley Duvall sang as 'Olive Oyl' in Robert Altman's 1980 Popeye, bursts in on the Adam Sandler-Emily Watson romance in Punch-Drunk Love. Duvall's wistful yet awkward rendition, illustrating the hard work of romance, accompanies the moment Sandler and Watson warm up to each other. It comments on their grouch-meets-passion-flower matchup as if they were indeed Popeye and Olive. But Punch-Drunk Love's director, Paul Thomas Anderson, keeps the song on the soundtrack-several Dolby levels louder than ambient sound-through even the next several scenes. Incongruous and self-conscious, Olive's aria is there for its own sweet sake, and it's the first stroke of genius Anderson has ever come up with." -- Armond White (New York Press)


"It's a fucking great song ..." -- Director Paul Thomas Anderson


When asked "What did Robert Altman think of you using the song 'He Needs Me?'" Anderson replied, "'He Needs Me' was in Popeye. I showed Robert Altman the movie and I sat behind him and I was watching him as I was watching the movie. Well, no. Before I showed him the movie I told him the song 'He Needs Me' is in the film. He said, 'Oh great.' He told me stories about Harry Nilsson and Malta and drugs and Harry Nilsson going absolutely crazy and threatening him with a gun and saying, 'I'm gonna take all the music out.' So after all these crazy old Robert Altman drug stories and everything else, I was like, 'Are you gonna be upset to hear 'He Needs Me'.' And he wasn't really sure. I think Popeye brought back flashbacks or bad memories to him. But when we watched the movie and 'He Needs Me' comes on I saw his hand go [sways hand]. And he starts sort of conducting and I was like 'Alright, everything is fine.'" --