George Caldwell (Gene Wilder) is an overworked and exhausted publisher who boards a train from Los Angeles to Chicago. As the journey progresses, he ends up having a one-night cuddle affair with secretary Hilly Burns (Jill Clayburgh) and witnesses a dead body being thrown from the train.
The corpse turns out to be Hilly’s boss, an art professor, who was killed as part of a plot involving forged Rembrandts and a corrupt art dealer, Roger Devereau (Patrick McGoohan).
Devereau’s henchman (Ray Walston) has his giant goon (Richard Kiel, most famous as Jaws in two James Bond flicks) throw George off the train, but after a little cross country detour George manages to get back on the train where he learns the whole story from an undercover FBI agent (Ned Beatty).
When the FBI man is killed, George is mistaken as the gunman and is arrested.
Quick-witted car thief Grover Muldoon (Richard Pryor) helps George to escape and the two race to get back on the train to clear George’s name and save Hilly from Devereau.
Now that George is the focus of a police manhunt, Grover helps disguise him as a black man in a train station bathroom, leading to the film’s most famous scene:
Wilder, in totally offensive soul-man blackface, asks “will we make it past the cops?” Pryor responds; “Oh, we’ll make it past the cops. I just hope we don’t see no Muslims”.
The film moves on and off the train, with bad guys, feds, shoot-outs, Fred Willard, chases, a runaway train and finally an impressive train crash into Chicago’s terminal (though the whole film and the collision were actually all shot in Canada).
It harks back to those British thrillers of the 1930s – The 39 Steps and The Lady Vanishes – with some screwball antics thrown in for good measure. It makes you wonder why there wasn’t a sequel, though it did pave the way for Wilder and Pryor’s 1981 collaboration Stir Crazy.