A train conductor (Danny Glover), a pre-med student (LeeleeSobieski), and a fast-talking salesman (Steve Zahn) find their greed clashing with their better judgment after stumbling into a fortune in diamonds aboard a speeding locomotive, and attempting to figure out a way to keep their discovery a secret. A nameless passenger has died en route to an unknown destination. His only possession: a mysterious box containing a valuable treasure. With that amount of money, the conductor, the student, and the salesman could all live comfortably for the rest of their days. But all three would rather have the fortune to themselves, and as the train races toward its destination, temptation, betrayal, deceit drives them each to irrational extremes in a paranoid bid to outsmart the others. Little do these three desperate souls realize that there's something sinister to this innocent looking box, and they might not find out what it is until it's already too late.