Baron von Stroheim (Gastone Moschin), a ruined aristocrat, concocts a plan to stage a high-stakes heist aboard the Paris-Rome express train. To distract the passengers and crew in the sleeping car while he executes the robbery, he recruits Lilly (Anna Maria Rizzoli), an attractive aspiring actress. Lilly uses her charms to entice and derail various eccentric travelers—including a politician, an MP, and several couples—causing chaos along the route so the Baron can pull off his heist.