Sam Ryan - New York-based private eye/actor is heading to California on a request from his aunt for the reading of his Uncle Hobart’s will. He uses Amtrak instead of flying. He has a fear of airplanes. On the train, he meets a model named Marilyn Williams who is on her way back to LA with one stop off in Denver for a photo shoot. Sam is introduced to her by the waiter in the dining car. They have lunch and Sam tells her he is a P.I./actor. She wants to hire him for a case. Before she can tell him what it is all about, she is found dead in her compartment and Sam is the number-one suspect by the Denver Police.

He arrives in LA and his Aunt Gladys is waiting for him so she can take him home to the house where he grew up. He settles in and tells his aunt about his experience on the train. He decides that he has to solve her murder. He meets a righteous biker guy named "Lone Wolf". They become fast friends and Lone Wolf wants to help him. Marilyn gave Sam a key on the train the night before she was murdered to hold for her until the morning at which time she would explain to Sam what it was for. Only she didn’t have any time left. A big goon jumps Sam at his aunt’s house where he is staying. He is wearing a ski mask to hide his face. He is looking for the key that Marilyn gave Sam.

When Sam gains consciousness after his bout with the ski mask he sees his old childhood friend. He finds out that his friend "Crazy Joe" chased ski mask out the door. After Sam recovers three days later he goes to Marilyn’s apartment to meet her roommate Debbie Pittman. Debbie drugs Sam and he wakes up in a boxcar up at San Louis Obispo. By the time he gets back to LA, he finds out that Debbie has been murdered. That’s when he meets a beautiful uniformed policewoman named Kathy Kelly. It turns into a serious relationship.

Meanwhile, the clues lead to a Sondra Chase Modeling Agency and the Pacific Yacht Club which is also owned by Sondra Chase. By this time Aunt Gladys is kidnapped and Lone Wolf - who was protecting her - got beaten up and left for dead.