To save his career, an ad man wants a sex symbol to endorse a lipstick. But she wants something too: he has to pretend to be her new lover.

At the end of World War II, a National Guard infantry company must set up artillery observation posts in a strategic area. Lt. Costa (Jack Palance) knows that Capt. Cooney (Eddie Albert) is in command only because of the “connections” he made stateside. Costa has serious doubts concerning Cooney’s ability to lead, and when Cooney sends Costa and his men out on a dangerous mission — and refuses to reenforce them — all hell breaks loose.

Sergeant Joe Gunn and his tank crew pick up five British soldiers, a Frenchman and a Sudanese man with an Italian prisoner crossing the Libyan Desert to rejoin their command after the fall of Tobruk. Tambul, the Sudanese leads them to an abandoned desert fortress where they hope to find water. Soon a detachment of German soldiers arrives and attempts to barter food for water, but Gunn and his followers refuse. When the Germans attack, Gunn leads his desert-weary men in a desperate battle, hoping that British reinforcements can arrive in time.