The film concentrates on the camaraderie and the divisions between the troops as they ready for the big offensive. Told in a taut narrative, the men of the 101st, led by Van Johnson, wait out the winter in the Ardennes forest to confront the German army in what would be the last major offensive of World War II. The men are demoralized and trapped, with no hope of support from the Allies.

Japan has just invaded the Phillipines and the US Army attempts a desperate defence. Thirteen men are chosen to blow up a bridge on the Bataan peninsula and keep the Japanese from rebuilding it.