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Dorie Warren and Dub Dawson are on their way to a nearby town to meet Dorie's sister Laura, who has promised to help them elope, when their car breaks down. Although they miss the next train out of town, they meet kindly retired conductor Woody Watts, who lives in a brightly painted railroad caboose by the side of the tracks. Lonely Woody quickly invites the couple to stay the night, and later offers the same courtesy to young runaway Joey James, who is on his way to a military base to watch the jet airplanes. That night, Mike finds a man passed out near the railroad tracks and, although he appears homeless, he claims to be J. B. King, a legendary, millionaire railroad man. He joins the group for the night. In the morning, they discover that their railroad car is being hauled along the tracks to a nearby junkyard, due to an ordinance by the new railroad owner. While Dorie, Dub and Joey are thrilled to be moving closer to their destination, Woody is sad to be losing his home. When they reach the next town, Laura greets them with a wedding cake, dress and minister, and J. B. reveals that he has secretly convinced the railroad manager to allow Woody's railroad car to be returned to its former location. Soon after, Dorie's angry father arrives and tries to stop the wedding, but J. B. convinces him to allow the lovers to marry. With the whole group as guests, the wedding is performed in Woody's caboose, and another is secured for the honeymoon suite.