Railroad president Amos Skinner and Tim Hardesty, a Wells Fargo agent, are riding down the tracks looking for an entire train that has disappeared without a trace. The train left Whipsaw the day before... and Bart was on it.
In Whipsaw the day before, Bart is having lunch with Modesty Blaine, who is showing off her new engagement ring. He warns against it, insisting he won’t let her throw her life away. Modesty is glad to have his help, and says that there’s one way that he can assist. He has second thoughts until she kisses him, but as soon as a man comes in, she slaps Bart. The man, Sheriff Hoad, comes over and Modesty says she’s never seen Bart before. As Hoad hauls Bart off, Doc Holliday arrives and nods to Modesty as she walks past. He passes the time briefly with Bart, but has nothing to offer in the way of help.
Skinner is meeting with Montague Sprague and Diamond Jim Brady, rival train manufacturers. Brady offers to beat the best time of Sprague’s trains by four hours if Skinner will buy from him, and Skinner agrees. When Sprague protests, Brady wagers $10,000 to provoke Sprague into accepting his wager. The two men leave and Hoad brings Bart into the office. Hoad explains that Bart took him at poker, but Skinner isn’t impressed. However, when he learns that Bart was kissing Modesty, he takes offense. He tells Bart to get out of the state by midnight, and tells him to take Brady’s train. Hoad warns that Bart might try something, and Skinner tells him to take his lost money out of Bart’s hide if he doesn’t leave by midnight. When Bart threatens to go to the governor, Skinner points out that the governor is his brother.
Sprague goes to the saloon and finds Holliday. He demands that Holliday make sure that Brady’s train is delayed, and Holliday tells him that everything is well in hand.
At the train station, Skinner assures Modesty to be careful who she associates with. As she feigns interest, Brady and Sprague arrive to admire Brady’s train. Sprague asks where they should put the money, and Skinner suggests they put it in his new safe in the baggage car. He explains that there’s a $100,000 treasury in the safe, and Modesty reminds him that they don’t want to be spreading word about the treasury shipment. Meanwhile, Hoad buys two tickets to Denver: a one-way for Bart and a round-trip for himself.
Sprague agrees to deposit the wager money in the safe. As he opens the door, Modesty sees the $100,000 and her eyes light up. Once her fiancé closes the door, Skinner tells them that he’ll wire his agent in Denver to pay the winner. As the train prepares to leave, Modesty says that she has to go and promises to meet him for dinner. She leaves, having secretly stolen the paper with the safe combination from Skinner’s pocket.
Brady and Sprague board the train and run into Bart. Bart and Brady are old friends, and Brady suggests they play poker. Hoad refuses to let Bart play, but Doc steps in and insists that they play. Brady vouches for Bart and Hoad reluctantly agrees. Sprague refuses to play, but secretly tells Doc to put his plan in motion. Doc assures him that he’s arranged for the train to be delayed five hours. They are both unaware that Modestly is listening in.
The three men go to the dining car and begin playing. The train leaves the station and Bart explains that he has to be out of the state by midnight. Brady assures him that the train is on schedule. A veiled Modesty slips past them and goes to the baggage car. She opens the safe and takes the money, and then slips back through the dining car. As the train shakes, she trips and falls onto Doc. As Modesty goes on her way, Bart catches a glimpse of her beneath the veil. He goes to get a new deck of cards and discovers that the stolen money is in his bag. Bart sees Modesty watching him and realizes that she’s involved, and sits down next to her. He soon unveils her and demands to know why the money is in his bag. Modesty explains that it’s the treasury shipment, and she hid it in the bag so they wouldn’t find the money when the train stops. She overheard Doc talking to Sprague about stopping the train, and figures that when it stops, she and Bart can escape together. Bart angrily storms off.
Down the tracks, Doc’s man Radcliffe and his hired thugs have set up at a siding. When the train approaches, they switch the rails to the alternate track. The engineers realize they’re going off on a side spur and into the forest. They stop just in time, and Radcliffe’s men remove the switch. When Brady comes out, Radcliffe has his men take him back inside.
As the passengers wait, Hoad finds Modesty with Bart. He assumes that Bart talked Modesty into running away with him. Radcliffe’s man takes all of the passengers hostage.
Outside, Radcliffe asks for Doc’s gun, supposedly to make the ruse more convincing. Doc refuses, threatening to shoot Radcliffe, but agrees to hide his revolver in his jacket. Radcliffe enters the car and introduces himself to the passengers. Bart knows of him as a master criminal who believes that the successful crimes are the big ones, committed with style and flair. He leaves to crack the safe, and Bart considers giving the stolen treasury money to Brady so he can still win his bet. Modesty threatens to tell Hoad and have him stop Maverick. Bart approaches Brady, who has identified their location as near the Golden Eagle Mine. The gambler notes that Pappy used to sell shares in the mine, and suggests that Brady pay him $10,000 for his idea to get them out of their situation and help the businessman win his bet against Sprague. Brady agrees, and Bart starts to put together a plan.
When Skinner receives word that the train hasn’t arrived, he approaches Hardesty, the Wells Fargo Agent. They go down the tracks in a handcar to find the missing train.
Bart approaches Doc and asks what is going on. He reveals that he knows Doc set up the robbery, and explains that Modesty stole the treasury money. Doc assumes that Modesty is an innocent young girl, and Bart explains that she’s anything but.
Radcliffe gets the safe open but discovers that the treasury money is gone. He figures that Skinner sent the money some other way and used the train as a lure. Radcliffe decides to take Holliday’s $2,000 for stopping the train and get clear.
Bart returns to his seat and opens the window, and then tosses his bag outside. Radcliffe comes in and apologizes for the delay. He tells them that he failed and the safe was empty. Sprague asks Brady where the money is, and points out that he and Brady saw the money in the safe before they left the station. Radcliffe realizes that he’s been tricked and has his henchman Rufus take everyone outside while they search the train. As Bart leaves the train, he trips one of the passengers and uses the distraction to circle to his bag. He circles to the baggage car, unaware that Modesty has seen him and is following him.
As Brady and Doc chat, they hear the bell of the handcar in the distance, but figure that no one will find them.
Bart puts the money back in the safe and closes the door. Rufus finds him and takes him to the others. Once they’re gone, Modesty slips into the baggage car, opens the safe, and takes the treasury money.
Brady suggests that they try to get to the train whistle and send a signal to Skinner. He proposes that Doc help, knowing that he hired Radcliffe to delay the train. Brady appeals to Doc’s friendship to Bart, and Doc assures Brady that he won’t let Radcliffe hurt Bart. Rufus brings Bart back and Radcliffe forces him to admit that he put the money in the safe. He goes to get it while his men watch Bart. Doc slips away and finds Modesty on her own. He finds the treasury money in her bag and she tries to seduce him, until she realizes that he’s armed.
Radcliffe discovers that the money isn’t in the safe and confronts Bart. Bart has no idea where the money is and can’t tell where it is. Radcliffe orders his men to string Bart up from a nearby tree. He figures that Bart knows who has the money, but Bart remains silent. Doc and Modesty go to the train cab and sound the whistle. Doc shoots back at Radcliffe’s men when they try to stop him.
Hardesty and Skinner hear the whistle but have no idea where it’s coming from and continue on their way.
Modesty starts the train and tries to pull out. Radcliffe goes to help his men, and Modesty hits him over the head. Brady frees Bart, who finds the sign for the mine, and Hoad knocks out Radcliffe.
Back in the train, Doc relieves Modesty of the money. Sprague demands his money since he won the bet. However, Bart explains that the Golden Eagle Mine was incorporated in Nebraska, not Kansas. Radcliffe shunted the train off the lines and across the state line. Since the bet was that they’d cross state lines, Brady won. The mine sign confirms that it was incorporated in Nebraska. Bart has also met Skinner’s requirement to be out of the state by midnight, so Hoad can’t touch him. However, Hoad refuses to let Bart ride back. Brady chuckles and admits that Hoad is right, but pays Bart the $10,000 for winning the bet and the manufacturing contract for him.
As Bart walks down the tracks, Doc and Modesty approach him and claim they’re there for him out of a sense of guilt. Bart figures that it’s the $10,000 that they want more than the pleasure of his company, and they walk off together.
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