The film opens with a hauntingly nostalgic Bloodstone cover of "As Time Goes By" accompanying the opening titles, setting a mood filled with both glamour and surrealism. The story begins backstage at a theater where the band Bloodstone — consisting of Harry Williams, Charles Love, Charles McCormick, and Willis Draffen, Jr. — is preparing to go onstage. They are about to perform at a concert, while their opening act, a vocal group called the Sinceres, energetically belts out the Coasters' classic hit "Yakety Yak" from 1958. Interestingly, Bloodstone themselves is the cast portraying the Sinceres, revealing their behind-the-scenes history: before signing a record deal, they performed under that name, blending their real identities with their stage personas.
The tension escalates when the band misses their cue to step onto the stage — an embarrassing oversight that frustrates the show's producer, a clearly unscrupulous figure who barges into their dressing room. Inside, the band members are depicted relaxing, with Charles Love expressing his passion for Hollywood's Golden Age, claiming with conviction, "I don't just want to act in the movies; I want to live the movies!" This passion appears to foreshadow the fantastic and surreal events ahead.
Despite the producer's impatience, Bloodstone finally makes their way toward the stage — but the producer causes a mishap, causing Harry Williams to fall, hit his head, and lose consciousness. When Williams awakens, he finds himself in a vivid dream that transforms the entire narrative into a bizarre, cinematic fantasy. Within this dream, he and his bandmates arrive at a train station, only to be directed by a snooty film director named Eric Van Johnson, a character who seems to control the narrative’s logic and tone.
Williams and his band stumble upon a Hollywood studio — Wonder Studios — which is holding auditions for a new singing group. Unable to afford train tickets, they cleverly disguise themselves as porters and sneak onboard a train bound for Los Angeles, where they perform their original song "Train Ride." Initially, Williams works the train's club car as a conductor, collecting tickets from passengers, and to his astonishment, he recognizes many of them as iconic 1930s and 1940s movie stars such as Humphrey Bogart, Clark Gable, Jean Harlow, and W.C. Fields. Additionally, they encounter characters like Dracula, Scarlett O'Hara (whom they address as "Charlotte" for the rest of the story), and even Vito Corleone from The Godfather (1972), alongside an Arab sheik with seven wives, each named for a day of the week. The Vito Corleone character shows a hint of desire to adopt the sheik's wives, deepening the dreamlike absurdity.
Williams reports to his bandmates that strange things are happening aboard the train, especially in the club car where the mysterious sheik is present. Love — eager and playful — dons a sheik's costume to flirt with one of the sheik's wives, called Saturday (played by Tracy Reed), singing his original song "What Do I Have To Do?" Just as he's about to be caught, he quickly escapes. Meanwhile, McCormick explores the train in search of musical inspiration, hoping to find rhythms for new songs.
The scene shifts to the dining car, where Bogart requests a song, prompting Draffen to tear into their lively, original tune titled "Rock 'n' Roll Choo Choo," which humorously references everyone on the train. This musical performance turns into a lively dance fest, with nearly everyone joining in, and Bogart confesses, “I guess I’m just a sentimental old fool. I love the old songs.” The festive mood is suddenly shattered when the sheik searches for his seventh wife, and the train plunges into darkness. When the lights return, Jean Harlow and Clark Gable are found strangled in a grotesque scene, with their bodies oddly held in the sheik's underarms.
Horrified but determined to prevent further bloodshed, the survivors gather in the sheik’s private car. Here, they indulge in marijuana from the sheik's hookah, attempting to mask the fear—Willis Draffen Jr. sings a lullaby called "Go To Sleep" as they rest. However, in the dead of night, the dream takes a sinister turn as the Vito Corleone character morphs into Johnny Strabler — a rebellious figure from The Wild One — who reveals his pure disdain for Hollywood and its materialism.
Johnny becomes the murderer, brutally strangling Jean Harlow and then Clark Gable — a harrowing revelation that shocks the dream world into chaos. When Dracula awakens in terror, Bogart arrives just in time to confront Johnny as he attempts to claim the next victim. The villain switches off the lights and makes a swift escape, leaving everyone shaken.
Following these macabre events, the story shifts to a stopover town, where Bloodstone and their historical film star allies hold a double funeral for Harlow and Gable, accompanied by a lively New Orleans-style procession. During the graveside eulogy, Bogart offers a heartfelt tribute to Hollywood legends, emphasizing their indelible impact. Unexpectedly, elderly college alumni Benny and George arrive, explaining their university's financial crisis. The college faces the threat of going bankrupt, which could mean losing their star football player, Ronald Reagan, who might leave school for a career in acting or politics.
Williams volunteers to fight in a local boxing match to raise funds, even though he faces an unexpected challenge — fighting a gorilla. The comedic commentary by a Howard Cosell-style sportscaster captures the absurdity of the fight. Despite initial setbacks, Williams manages to rally and defeat the gorilla after consuming gritty food between rounds, thus saving the college from financial collapse and the threat of losing Reagan.
Meanwhile, Love nearly gets caught by the sheik for his flirtation, but he manages to escape back to the train. The remaining members of Bloodstone, along with the assorted characters, reboard the train, heading to Los Angeles Union Station. Their destination is Wonder Studios, where they hope to audition for a role in Hollywood.
At the studio, Bogart, Scarlett O'Hara, Dracula, and W.C. Fields gain quick entry, but Bloodstone are made to wait outside for hours. Despite frustrations, Williams insists on waiting, believing in their luck. Eventually, they are called into a dark soundstage where, under the glow of only one spotlight, they perform "Sh-Boom (Life Could Be a Dream)", convinced they are singing for the studio head. However, as the lights shift, the true horror is revealed: the other celebrities—Bogart, Scarlett, Dracula, and Fields—have been murdered and replaced by wax figures, with the shadowy figure revealing himself to be the sinister Johnny Strabler.
Johnny mocks Charles Love’s earlier comment about living "the movies" before threatening the band, declaring that they will become immortalized as wax figures in his diabolical plan. As he begins to turn Williams into a wax figure, Williams pleads for his life, awakening just in time by splashing water on his face while back-stage at the theater.
The film concludes with Bloodstone performing "Money (That’s What I Want)" on stage, much to the audience’s delight, including the show’s producer. The scene encapsulates the film's whimsical yet dark exploration of Hollywood’s allure, fantasy, and hidden dangers, leaving viewers with a mix of nostalgia and surrealism.
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