Manny (Voight) is the toughest convict in a remote Alaskan prison who along with fellow inmate Buck (Roberts) makes a daring breakout. Hopping a freight train they head full-steam for freedom but when the engineer dies of a heart attack they find themselves trapped alone and speeding toward certain disaster. Until that is they discover a third passenger beautiful railway worker (Rebecca De Mornay) who's just as desperate and just as determined to survive as they are!
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