Sergeant Joe Gunn as well as his tank staff pick up 5 British soldiers, a Frenchman and a Sudanese guy with an Italian detainee crossing the Libyan Desert to rejoin their command after the fall of Tobruk. Tambul, the Sudanese leads them to an abandoned desert citadel where they want to find water. Quickly a detachment of German soldiers arrives as well as attempts to barter food for water, but Gunn and his followers reject. When the Germans assault, Gunn leads his desert-weary men in a hopeless battle, wishing that British supports can arrive in time.