Set during the terrible Spanish Civil War, this film avoids political commentary in favor of objectively centering on the plight and personal lives of refugees preparing to board a train that will take them far away from the bloody horrors of war-besieged Loyalist-controlled Madrid. Once safely on the train, the film presents snippets from their lives in the same manner as was done on Grand Hotel (1932). Among the refugees are a political fugitive, his flirtatious ex-girl friend, a hooker, a baroness, a world-weary newspaper reporter and the orphan who follows him. In charge of making sure the train safely reaches its destination is a single guard.