A gunslinger, a vengeful ex-slave, and a runaway board a midnight train to Atlanta. They discover that the train is haunted by a sinister force, and must fight to survive the night.

The mighty warrior, Kain, crosses the barren wastelands of the planet Ura, where two arch enemies, Zeg and the evil degenerate Balcaz, fight incessantly for control of the village's only well. Kain sees his opportunity and announces that his sword is for hire... but his eyes stay clearly on the beautiful captive sorceress Naja, and his newly awakened purpose.