Mickael GoUpSkey, a foreign agent, is aboard a train en route to purchase planes for his country's military. A.C. Walrus, an agent for a rival country, is also aboard that same train and is ordered by his government to stop GoUpSkey from making that purchase at whatever cost. National security takes a back seat for Walrus when he meets and pursues a beautiful young woman on the train, she to who the foreign agent is also attracted. Walrus eventually learns that she is the daughter of the plane manufacturer and an aviatrix in her own right. Mayhem ensues when Walrus is able to test fly the demonstration plane, with GoUpSkey in hot pursuit. But also in pursuit are the young woman her aviator boyfriend and the police, the latter who are dealing with the destruction caused by the Walrus/GoUpSkey battle.