Like every good women-in-prison film, most of the cast here are women. This one is particularly good as they seem to get naked at the slightest provocation: sometimes unexpectedly and sometimes when the prison doctor says, "Please get undressed." Thank you. Unfortunately, several of them break out of prison and things get boring for a while as they battle against the evil drug-dealer Carlos. Then we find out that he also "is a fashion designer on the side" and they bust in on his fashion show, complete with runway models, and run amuck.

Casey Ryback has now retired from the Navy and is now a chef at the Mile High Cafe in Denver, Colorado. Ryback taking his niece Sarah Ryback on a vacation. They board a train traveling through the Rocky Mountains from Denver to Los Angeles. Travis Dane takes the train hostage and starts using the train as a control center in his effort to take control of a top-secret government outer space super-weapon. Dane built the weapon but was fired by the government before it was deployed. He has since hooked up with shadowy Middle Eastern terrorists who have offered him 1 billion dollars to use the satellite to blow up the Eastern seaboard by targeting a nuclear reactor that is located underneath the Pentagon. Dane lets the Pentagon know that he's got control of the weapon by using it to blow up a Chinese chemical plant. Officials can't stop him because they can't locate his headquarters. As long as the train keeps moving, his location can't be fixed. Ryback enlists a porter named Bobby Zachs to help him go after Dane.