Set in 1933 during the American depression, a vicious train chief vows never to allow a hobo to ride his train. Any man who dares to challenge him usually does not live to tell the story, but one man ("A-No.1" - Lee Marvin) is determined to earn the title of "Emperor of the North Pole" by being the first to successfully go the distance on the Shack's (Borgnine) No. 19 steam locomotive.

The presence of Carradine does feel unwanted most of the time and slows down the pace of the picture, but an incredible performance from Borgnine more than compensates.