 On an express train travelling through pre-World War II Germany, American heiress Amanda Kelly (Cybill Shepherd) befriends a cute old nanny, Miss Froy (Angela Lansbury). But when Miss Froy disappears, everyone Amanda questions denies having ever seen her. Eventually Amanda persuades American photographer Robert Condon (Elliot Gould) to help her search the train, during which they discover that Miss Froy wasn t quite what she seemed.