Grazer, a sophisticated weapon, controlled from The Department of Defense, is capable of destroy targets on earth, from an orbiting satellite. It needs two people to simultaneously insert their code to function. This two people (lovers) are travelling by train, which is kidnapped by a group of terrorists leadered by Penn (Everett McGill), a mercenary working to Travis Dane (Eric Bogosian), who created Grazer and takes control of it. As they are travelling through Dark Territory, where no radio communication is possible, noone can detect them, but Dane shows that he is in charge by destroying a Chinese Nuclear Plant. He announces his plan to destroy East US for 1 billion dollars, paid by Mid-Eastern US enemies. Casey Ryback (Steven Seagal) and his niece (Catherine Heigl) are travelling in the same train to pay a visit to her recently deceased father, Casey´s brother. Rayback let know DoD he is in the train, and fights to take control of it, eliminating the terrorists one by one, helped only by Bobby Zachs (Morris Chestnut) a porter. A movie full of fights, home-made bombs, outside walking the train, truck ride, shootings, until the last fighting scene of Rayback with Penn, an old rival.