When his Uncle Hobart passes away, private eye/actor Sam Ryan must travel to California, at his aunt's request, to attend the reading of the will. Due to his fear of flying, Amtrak is his only way to get there. Unfortunately, Sam's plans quickly go astray when he meets Marilyn Williams, a stunningly gorgeous model, on the train. When she learns about Sam's profession, she says she wants to hire him for a case. Before Marilyn can explain her case, she is found dead and the police are eyeing Sam as their number one suspect. With only the few words he exchanged with Marilyn and a gold key that she left in his possession, Sam sets out to clear his name. He quickly finds that there are people out there who are willing to kill to keep the secret, but with the help of some new friends, Sam will not quit until he unearths the truth.