Three friends enlist in the Australian Army and serve in North Africa, holding the city of Tobruk against Rommel’s forces.

In September 1942, the German Afrika Korps under Rommel have successfully pushed the Allies back into Egypt. A counter-attack is planned, for which the fuel dumps at Tobruk are a critical impediment. In order to aid the attack, a group of British commandos and German Jews make their way undercover through 800 miles of desert, to destroy the fuel dumps starving the Germans of fuel.

Captain Foster plans on raiding German-occupied Tobruk with hand- picked commandos, but a mixup leaves him with a medical unit led by a Quaker conscientious objector.

After the fall of Tobruk in June 1942, U.S. Army sergeant Joe Gunn leads his tank into the Sahara desert, in order to evade advancing Rommel’s forces and reach Allied lines. Along the way he picks up few Allied soldiers, but soon they are running out of water. They find water at the ancient well, but the well is a goal of an entire German battalion. Despite the impossible odds, Sergeant Gunn decides to defend the well.

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.