At the same time, Mitchy is with the killer still wearing Jackson's alligator costume, unaware of who it really is. Mitchy beckons him to join her in a berth bed as Merry and Doc walk by. Mitchy leans down and asks 'Jackson' to have her way with her. The killer takes off a glove and lays a hand on Mitchy's chest. She looks down and sees that it is Jackson's severed hand. She tries to scream, but the killer puts his real hand over her mouth.
A little later, the magician approaches Alana and asks if she enjoyed his show, and he tries to woo her with more illusions such as the cigarette-through-a-quarter trick, and a levitating rose. Doc sees this and interrupts the conversation to tell Alana that Mo is waiting for her. Doc, for some reason, is not friendly towards the magician. Meanwhile, Carne finds one of Mitchy's shoes on the floor in the sleeping quarters and then finds Mitchy dead with her throat slit in one of the beds. He runs into Alana and asks her whose shoe he has.
She goes to get Mo, but he ignores the knocking at his door for a rambunctious Pet is there with him. Carne gets Alana alone in the conductor car and tells her that Mitchy is dead and he shows her the body. The magician puts on a second show where he asks Merry to volunteer for some of his illusions. Doc continues acting in a rude tone around the magician and outright expresses skepticism to the show. After a few minutes, Doc sees Mo hanging his head out of apparent boredom and follows suit.
When the magic show ends, Mo does not move or talk, and when Doc hits him, he falls over. Doc takes a closer look at Mo and sees that he is not breathing. Doc's screams for help are ignored by the crowd as they cheer for the magician and his assistant. Doc carries Mo through the train to Carne and Alana and they discover a large stab wound on his chest. Mo is dead. Finally aware that there may be a maniac killer on board the train, Carne checks the lavatory and discovers a bloodied rag that the killer used to clean up the mess after killing Jackson.
Carne runs up to the engine room only to find Walter and Shovels both gone (only finding a bloody engineer's cap). Carne and Charlie pull the emergency breaks and, after a tense minute, stops the train. Carne leads the students off the train as he has the chief porter and several of his men look around the train for the killer. Outside, Carne has everyone take off their masks to get a look at all of them as the class president takes a roll call to see who is present.
Alana suggests to Doc that the killer might be Kenny wanting to get back at all those involved in the prank against him three years earlier. She tells Doc that after the practical joke with the corpse, Kenny was taken away and when she went to the hospital psych ward later that night to visit him to apologize for the prank, the hospital staff would not let her see Kenny for he was kept in isolation because he had killed someone in the hospital after he was admitted.
Doc thinks that with Ed, Jackson, Mo, and Mitchy dead, they are the only two ones left involved in the prank and they might be next. Doc takes Alana to a room and locks the doors. He shows her a yearbook and she sees that Kenny used to be a magician in high school. Alana wants to tell Carne about Kenny, but Doc refuses to let her leave. She gets out of the room and runs when a figure wielding an axe approaches her. But it is only Charlie the break master who tells her to go back outside with the others.
Alone in the room, Doc checks every inch of the room from the lockers to the above berths. He sits down and then realizes that he forgot to check under the seats. He stands up and is grabbed by someone under his seat. He tries to escape, but a hand grabs his shoulder. He looks at the hand which has painted black fingernails and Mitchy's class ring. He settles down beliving that Mitchy is joking with him. But the killer pulls out a knife and puts it to his neck and slashes his throat.
Carne takes the students back onto the train and has them all packed into the dining room car to sort out who the killer is. With no phone or radio and no roads around, they will have to travel to their destination to find help. Meanwhile, the magician's assistant arrives back in the showroom car and tells him about a killer lurking among them, and he scolds her for wondering around and going outside. As Carne has Charlie restart the train and as it gets underway again, Alana runs up to him and tells him that she thinks the killer is the magician.
They go to get Doc, and Carne enters the dark cabin room to find it splattered with blood and he finds Doc with his head cut off in one of the berths. Carne assembles a small group of train porters who arm themselves with fire axes and crowbars. They quietly enter the magician's showroom car where they herd his assistant and all of the students out, and lock the door. The chief porter takes Alana to a compartment and offers to look after her while she rests.
Having assembled all of the students into the tightly packed dining room car, Carne and his men enter the showroom car, but the magician is nowhere to be found. In the rooms compartment, the chief porter is sitting dead in a chair, having been stabbed with one of the magician's swords. The killer is now wearing Mitchy's black robe and old man's mask costume and, taking the axe off the dead porter, quietly enters Alana's room and swings the axe at the covers, but it is only an inflatable doll.
Alana, anticipating the killer would do just that, jumps out of a closet and stabs the killer in the shoulder with a sword. But the killer gets back up and chases her to the conductors car, but loses his axe when he swings and misses Alana and it flies out a window. Deprived of his weapon, the killer and Alana struggle with him trying to choke Alana. Alana sprays the killer with a fire extinguisher and takes refuge in a caged area with a desk.
She locks herself in, and the killer arms himself with a crowbar and knocks out all the lights in the compartment and attempts to pry the lock. But Alana stabs him in the face with a letter opener, kicks the door open and runs out. The killer chases Alana and, during another struggle, falls between the train cars. Carne and his men arrive and leads the wounded and shaken Alana away, unaware that the killer is holding onto the side of the train car.
Later, as dawn begins to break, Alana sits alone in the back of the train in the show room and upon looking at the magician's folder and paperwork, finds the magician dead in a box, impaled with his swords. Alana screams, and runs out past the students and goes forward to the conductors compartment at the front of the train to find Carne and sees Charlie sitting at his desk. She tells him that the magician is dead and doesn't know who the killer is anymore.
But the figure grabs her hands and she looks up and sees a masked person wearing Charlie's uniform. The killer has obviously killed Charlie, removed his uniform, and threw his body off the train for the side car door is slightly open. Alana asks the killer who he is, and he removes his mask, revealing a pasty white-faced Kenny (complete with a wound to his left cheek where she stabbed him earlier). Kenny then takes off his cap, revealing.... flowing blond hair (Kenny was the magician's female assistant).
Kenny takes off his blond wig, removes his false teeth and wipes off his lipstick and white powder makeup. Alana tries to apologize to Kenny for her involvement in the prank, but he tells her that he always had a crush on her. He tells her to kiss him for he feels that Alana owes him just that for the past three years, and she reluctantly obeys. Suddenly, Kenny has a similar eerie reaction as the memory of the practical joke with the corpse comes right back to him.
Alana backs away and Carne enters from the engine room with a shovel and sees Kenny reacting to his encounter with Alana. Carne hits Kenny with the shovel, and he falls out of the moving train though the open side door while it is passing a bridge. Kenny falls hundreds of feet and lands in an icy river far below as the train continues moving on.
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