At midnight, on a hot summers night, two ex cons, catch the last train to Fremantle. Bored, restless, and looking for trouble, they start to poke fun at their mind numbing existence. Until a beautiful young law student, steps into the carriage, alone, and seemingly unaware that the guards are on strike.

Intrigued by her bravado, the men use their off beat charm to compete for her attention. But there's more to this young woman than meets the eye. And when two other passengers join the train further down the line, the balance of power takes an unexpected twist.