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Oscar "Manny" Manheim is a bank robber and hero to the convicts of Alaska's Stonehaven Maximum Security Prison. After two previous escape attempts, Manny is put in solitary confinement for three years. A court order compels Associate Warden Ranken to release him from solitary. Planning a third breakout, Manny is forced to advance his plan to mid-winter after he is stabbed in the hand. Manny recruits young prisoner Buck McGeehy to help in the plan. After escaping from the prison via a sewer tunnel that opens near a freezing river, and a cross-country hike, the two arrive at a switchyard. After stealing railroad clothing, they board a train, consisting only of four locomotives. The elderly railroad engineer, Al, has a fatal heart attack after starting the train and falls off the lead locomotive. He applies the brakes, but the locomotives overpower them, resulting in the brake shoes burning off. As the unmanned train accelerates, dispatchers Dave Prince and Frank Barstow are alerted to the situation. Barstow allows the train to reach the mainline while trying to keep the tracks farther down the line clear. The runaway smashes the rear flatbed and caboose of another train pulling onto a siding. The collision damages the cab of the lead locomotive and jams the front door of the second engine, an old inoperable EMD F-unit, or "'A' Unit". Barstow's superior Eddie McDonald orders him to derail the train. The train's horn then blows, alerting the authorities (and the two fugitives) that someone else is aboard the train. Barstow has the maintainer cancel the derailment. Ranken concludes his two escaped convicts are fleeing by rail. Meanwhile, the fugitives are discovered by Sara, a locomotive hostler who explains she sounded the horn and the train is out of control. As jumping off the train at its current speed would be suicide, the only possible way to stop it would be to climb forward onto the lead engine and press its kill switch, a difficult feat due to the 'A' Unit's jammed front door and its obsolete rounded streamlined designs having no outside catwalk, unlike the first, third, and fourth locomotives. They shut down the third and fourth locomotives by disconnecting the multi-unit cables. Further ahead the train's present route is a tight curve near a chemical plant. Realizing the train would derail at the curve causing a major environmental disaster, the dispatchers divert the runaway onto a dead-end branch line, thus condemning all three on board to death, rather than risking a chemical explosion. Manny tries forcing Buck into a suicidal scramble around the second engine's frozen nose. Sara's intervention on Buck's behalf results in an armed face-off between the convicts. Emotionally broken, all three slump into depression. Ranken arrives in a helicopter and his accomplice is lowered towards the lead engine, but falls through the second engine's windscreen, and then under the train. Spurred on by the appearance of his archenemy with a resolve to not be returned to prison, Manny makes a perilous leap to the lead engine. He falls off the train but grabs onto the coupling to prevent himself from slipping off it. While attempting to reboard, the knuckle shifts, crushing his injured hand. Ranken boards the locomotive from the helicopter; Manny handcuffs him inside the lead engine after brutally beating him. Realizing what Manny intends to do, the frightened Ranken furiously demands Manny to stop the train before it crashes; but Manny has chosen to die (and take Ranken to his death with him) rather than be recaptured. When reminded of Buck and Sara in the second engine, Manny uncouples the lead engine from the rest of the train, which makes the latter shut down and come to a stop. He waves goodbye (ignoring Buck's screaming pleas to shut down the lead engine) and climbs onto the roof in the freezing snow, with his arms stretched out, accepting his inevitable fate. Buck and Manny's fellow inmates mourn in their cells as the lone engine vanishes into the storm. The film ends with a quote from Shakespeare's Richard III: "No beast so fierce but knows some touch of pity. But I know none, and therefore am no beast". Cast Jon Voight as Oscar "Manny" Manheim Eric Roberts as Buck McGeehy Rebecca De Mornay as Sara Kyle T. Heffner as Frank Barstow John P. Ryan as Ranken T. K. Carter as Dave Prince Kenneth McMillan as Eddie MacDonald Stacey Pickren as Ruby Walter Wyatt as Conlan Edward Bunker as Jonah Reid Cruickshanks as Al Turner Dan Wray as Fat Con Michael Lee Gogin as Short Con Carmen Filpi as Signal Maintainer John Bloom as Tall Con Norton E. "Hank" Worden as Old Con Daniel Trejo as Boxer Tiny Lister as Jackson, security guard Dennis Franz (uncredited) as Cop