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In British-controlled India just after the turn of the 20th century, an English captain (Kenneth More) is asked to escort a maharajah's son out of town after an uprising by Muslim factions threatens the boy's life. As the captain sneaks the boy away with his governess (Lauren Bacall), danger seems to be all around. After another attack by rebels, the trio and a group of others -- including a journalist and an arms dealer -- secretly board an old train to try to escape to safety.