Plot ______________ The story follows the escape of two men from an Alaska prison, the efforts of a train dispatching office to safely stop the out-of-control train they are on, and the hunt by their warden to recapture them.
Oscar "Manny" Manheim is a ruthless bank robber and hero to the convicts of Stonehaven Maximum Security Prison. After two previous escape attempts the doors to Manny's cell have been welded shut for three years. A court order compels Manny's nemesis, the vindictive Associate Warden Ranken, to release him back into the general prison population. Manny immediately sets his next escape plan into action.
Buck is another convict (convicted of statutory rape) who due to his position in the prison's laundry room is recruited to smuggle Manny out in a laundry trolley. Naive and unintelligent, Buck decides to escape with Manny, who does not care for company. After a freezing cross-country hike (involving a 300 ft drop into a river and subsequent swim) the two hop on board a train consisting of four locomotives at a remote Alaskan rail yard.
Just as the train is set in motion, the elderly engineer suffers a heart attack. In attempting to stop the train and get off, the engineer does not set the throttle to Idle, instead engaging the brakes, before collapsing off the still-moving train. This overrides the engine's automatic train stop. Consequently, although the brakes apply, the locomotives overpower them, and the brake shoes burn off, making it impossible to stop the train.
Neither the two convicts nor the only railway worker left on the train, a locomotive hostler named Sara, are aware of their situation (the convicts having taken refuge inside the fourth unit's toilet compartment, Sara having been asleep in the second unit).
As the train accelerates, dispatcher Frank Barstow is alerted to the situation. Unaware of the failure of the brakes, Barstow authorizes employees to allow the runaway out onto the mainline, arrogantly insisting that a computer-controlled signalling system of his creation will trigger a brake application on the locomotives. The last of the brake shoes burn off and the dispatchers realize the severity of their situation, forcing them to keep the tracks clear.
The runaway smashes through the caboose of a freight train that was in the act of moving out of its path. The collision badly damages the cab of the lead locomotive and jams the front door of the second engine, an old EMD F-unit. As the train accelerates to dangerous speeds, Barstow realizes that the locomotive's over-speed control is no longer working properly after the crash. Learning that the train's excessive speed will most probably collapse an old railroad trestle ahead, Barstow's superior orders him to derail it, believing that no one alive is on board.
At this point the signal maintainer hears the train's horn. Realizing that someone is indeed alive on the train, Barstow orders a reversal of the switch. The speeding train continues onwards towards the aged Seneca trestle, where emergency workers are gathering in expectation of a disaster.
Warden Ranken concludes that his two escaped convicts are escaping by rail. Meanwhile, the two fugitives have found Sara on board when she climbs back to the fourth engine in the belief she will be safer towards the rear of the train in a possible collision.
Now aware that the engineer must be dead, the three must get to the lead engine so that they can press its fuel cutoff switch. Sara informs them that they can't because the second locomotive is a "carbody" F-unit with no forward catwalk. Its nose door, which would normally allow access to the lead engine, is jammed from the collision with the freight.
At her suggestion, they are able to slow the train somewhat by disconnecting the MU cables connected to the two rear locomotives, shutting them down and slowing the train enough for it to safely cross the Seneca trestle.
The dispatchers divert the runaway onto a branch after determining it is only five minutes away from a head-on collision with a passenger train. This is only a brief respite, as further ahead the branch negotiates a tight curve adjacent to a chemical plant. Even at its reduced speed, the runaway is likely to derail on this curve and trigger a major chemical spill.
His hand forced, Barstow agrees that they must switch the runaway onto a stub-ended siding and crash it, thus sending the three people on the train to almost certain death, rather than risk a catastrophic chemical explosion. Warden Ranken refuses to wait, coercing Barstow's assistance in chasing down the train by prison helicopter.
Manny shows an increasingly violent streak, repeatedly asserting his dominance over Buck. He eventually forces Buck to attempt a suicidal scramble around the outside of the second engine's nose (Buck already having tried once and failed). Sara's intervention on Buck's behalf forces an armed face-off between the two convicts. Emotionally broken, all three slump into a fatalistic depressionin the F-unit's cab, only broken when Ranken's helicopter catches up with the train.
Spurred on by the appearance of his arch-foe, and resolved not to return to prison, even if it means his own death, Manny makes a perilous leap from the F-unit's broken windshield to the lead engine. There, after a struggle with Ranken (who has successfully boarded by helicopter), Manny handcuffs him inside the cab.
To the music of the second movement of Antonio Vivaldi's "Gloria" in D ("Et In Terra Pax"), Manny uncouples the lead engine from the rest of the train, leaving Buck and Sara safely behind. He refuses to stop the lead engine despite Buck's screamed pleas. With Ranken his prisoner now, Manny climbs onto the roof of the lone engine in the freezing cold and blowing snow, his arms stretched out, ready to meet his end.
After a series of cross-cuts of Buck and Manny's fellow inmates mourning in their cells at Stonehaven, the film fades to white and closes with an on-screen quote from William Shakespeare's Richard III:
"No beast so fierce but knows some touch of pity." "But I know none, and therefore am no beast."