On a bright September morning in 1939, two days after Britain declares war on Germany, a group of privileged but desperate people gather in Southhampton to board the largest, most luxurious airliner ever built - the Pan American Clipper - bound for New York. The passengers include a fascist English aristocrat fleeing with his family and a fortune in jewels; a German scientist escaping from the Nazis; a murderer under FBI escort; a beautiful young woman heading for a new life; and a handsome, charming, unscrupulous thief.