Refined actress Lauren Ames finally has a chance to study with the great theatre professor Stanislav Korzenowski. Sandy Brozinsky, a brash, loud actress, decides through happenstance to also study with Korzenowski. The two women end up dating the same man (who turns out to be a double agent) and follow him across the country to force him to choose between them.
Julian makes a lucrative living as an escort to older women in the Los Angeles area. He begins a relationship with Michelle, a local politician's wife, without expecting any pay. One of his clients is murdered and Detective Sunday begins pumping him for details on his different clients, something he is reluctant to do considering the nature of his work. Julian begins to suspect he's being framed. Meanwhile Michelle begins to fall in love with him.
At the height of the frontier era, a train races through the Rocky Mountains on a classified mission to a remote army post. But one by one the passengers are being murdered, and their only hope is the mysterious John Deakin, who's being transported to face trial for murder.