Plot
A panicked scientist is running through a swamp in Louisiana. He has a magnetic collar around his neck, while a large serrated disc flies through the air after him. Eventually, the fast-moving blade catches up to the scientist and beheads him.
In 1869, Army Captain James T. West (Smith), hides in a railroad water tower. He is spying on a group of ex-Confederate soldiers working under General "Bloodbath" McGrath (Ted Levine), whom West has swore to take down. West follows them to a saloon where General McGrath is enjoying a loud party and is seduced by a large prostitute who attempts to hypnotize the general into divulging his plans. West breaks in, but is stopped by the prostitute, allowing McGrath to escape. West fights off McGrath's men and finds himself with the prostitute, who reveals himself as U.S. Marshal Artemus Gordon (Kline). In Washington, D.C., West and Gordon meet at the White House with President Ulysses S. Grant (also played by Kline), who tells them about the disappearance of America's key scientists regarding to McGrath's plot. Grant charges the two with finding the scientists before he inaugurates the first transcontinental railroad at Promontory, Utah.
Onboard their train, Gordon reveals the murdered scientist's head and uses a projection device to see his last image via the Retinal Terminus Theory. Finding McGrath and a clue in the image, they two head to New Orleans, pursuing a lead about Dr. Arliss Loveless (Branagh), an ex-Confederate scientist in a steam-powered wheelchair since the loss of his lower body, who is hosting a party for the elite of Southern society. West mistakes a female guest for a disguised Gordon and makes an error that results in the guests wanting to lynch West. Meanwhile, Gordon roams the mansion and comes across a caged Rita Escobar (Hayek), rescuing her. Gordon frees West from a lynching with an elastic rope, and the three escape to their train The Wanderer. On board, Rita asks for their help in rescuing her father, Professor Guillermo Escobar.
Later, Loveless hosts a reception to demonstrate his newest weapon: a steam-powered tank. The tank uses General McGrath's soldiers as target practice, which angers McGrath. Upon McGrath demanding why Loveless would be betraying him and his soldiers, Loveless explains that McGrath's co-surrender with General Robert E. Lee to Grant at Appomattox is what ticked him off the most. Loveless then shoots McGrath and leaves him behind in the lake. Gordon, West and Rita arrive at the scene and find the dying McGrath, who then explains that Loveless was the man behind one a horrible war crime: a tank massacre of a settlement called New Liberty inhabited by freed slaves, including West's family. The tank malfunctioned and exploded at New Liberty, causing the catastrophic damage to Loveless's lower body, and until that night had been in Europe convalescing, being fitted with his wheelchair, and plotting his revenge.
Loveless boards his armored train and heads to Utah with Gordon, West, and Rita in pursuit. Using steam powered hydraulics, Loveless maneuvers his train behind The Wanderer. West disables Loveless' train, but not before Loveless uses a cannon-launched grappling hook to stop The Wanderer. Rita, afraid of being recaptured by Loveless, grabs one of Gordon's rigged pool balls and accidentally releases the sleeping gas that knocks out West (whom she thought was Loveless), Gordon and herself.
West and Gordon wake up as Loveless and his posse pull away in The Wanderer taking Rita and the engineer hostage, announcing he intends to capture President Grant at the "golden spike" ceremony. They find themselves fitted with the same metal collars that killed the scientist in the opening scene, and inside a small wire fence, intended to imprison them. West steps over the fence, triggering a machine to release the lethal flying disks, forcing West and Gordon to run as the disks are magnetically attracted to the collars. The two leap into a mud pit from opposite directions, causing the discs to collide and explode in contact. After removing the collars, the two stumble across Loveless' private rail, which leads them to his industrial complex, hidden in Spider Canyon. Here, they witness Loveless's ultimate weapon: a gigantic mechanical spider armed with a nitroglycerin cannon. Later, Loveless uses the spider to capture President Grant and Gordon (who tried to impersonate Grant) at the inauguration ceremony at Promontory Point, while West is seemingly shot to death by one of Loveless' bodyguards.
At his industrial complex, Loveless reveals his plan: to destroy the United States with his mechanized forces unless President Grant agrees to divide the states among Great Britain (the original thirteen colonies), France (the Louisiana Purchase), Spain (Florida), Mexico (Texas, New Mexico, Arizona, and California), and himself (the Pacific Northwest). Loveless demands that President Grant surrender, but he refuses. Loveless threatens to execute Gordon but is interrupted by a belly dancer, who turns out to be West in disguise, having used Gordon's bullet-proof vest made of chain mail to escape death. Though West manages to use an exotic dance to distract Loveless, allowing he and Gordon to free the captives, but Loveless escapes in the ensuing battle, taking the President with him.
To save the President, Gordon and West, using a theoretical design by Leonardo da Vinci, build a flying machine to catch up with the spider after it destroys a town as Loveless attempts to force Grant to sign the surrender. Gordon and West crash onto the spider, knocking one of Loveless's guards overboard. While Gordon and Grant are held at gunpoint, West is dropped into the engine room to fight the spider's crew, all of whom have bizarre prosthetic weapons. West defeats the crew and Loveless himself descends into the engine room to fight West while having his guards to man the controls and keep Gordon and Grant in gunpoint. Loveless, now on mechanical legs, engages into a fight with West and pins him to the floor, until Gordon pulls out a tiny single-shot '"peashooter" at him, forcing the Loveless' guards to disarm themselves. Gordon shoots a hole in Loveless's hydraulic line, and all the oil quickly drains from his legs, allowing West to gain the upper hand. This allows Gordon and Grant to defeat the rest of Loveless' guards, and pleading for his life, Loveless drags himself back to his wheelchair as the spider approaches a cliff. After being confronted for the New Liberty massacre, Loveless attempts to shoot West with a concealed gun, but hits the spider's control lines, jamming it just before it could plunge into the canyon. This sends West and Loveless teetering over the edge. Loveless then attempts to decide whether he should pull the chair's lever that will release them or not, knowing it will send both him and West to fall to their deaths if he does so. However, West pulls the lever himself, grabbing a chain hanging from the spider, while Loveless falls to his doom.
After the second ceremony at Promontory, Grant promotes Gordon and West to the first two agents of his newly-formed U.S. Secret Service. Gordon and West meet Rita again, both of them planning to court her, but she crushes their hopes by announcing that Professor Escobar was her husband, not her father, though she comforts them by saying that they have each other. The film ends with Gordon and West assuming to be riding on horseback, but are revealed to be piloting Loveless's steam-spider into the sunset.
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