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Kenneth More keeps his upper lip stiff in this colourful adventure set in colonial India. Captain Scott (More) is sent to rescue a five-year-old Indian Prince and his American governess, Catherine Wyatt (Lauren Bacall), when a rebellion breaks out amongst the tribesmen.
Scott and his men take the Prince and his governess into the hills in order to take the young Prince to safety in Kalapur, 300 miles away, on the pretext that while he is alive, no rebellion can succeed. But the last convoy has left, and their only chance of escape is a temperamental old train, called the 'Empress Of India'.