Sahara

June 1942, Sgt. Joe Gunn and the crew of the M3 Lee tank Lulu Belle are the last survivors of their unit, boxed in by the enemy. With the Battle of El Alamein looming, they press south to escape. The odds are against them as they leave the cover of their previous position.

The group comes across Allied stragglers at a destroyed first aid station. Captain Halliday, a British doctor, leads the survivors and weighs whether to risk the dangerous retreat. Gunn agrees to take them aboard to ride with him in hopes of escaping the pursuing Afrika Korps.

They pick up Tambul, a Sudanese soldier, and his Italian prisoner Giuseppe, along with a downed Luftwaffe pilot, von Schletow. The makeshift convoy grows larger as they maneuver through the desert while trying to stay ahead of German pursuit. Each new passenger adds tension and uncertain loyalties to the trek.

The caravan discovers a desert oasis in search of water and a momentary reprieve. The thirst and heat push everyone toward a grim decision: defend the oasis or keep moving. They settle into a defensive stance around the seemingly lifeline of the well.

The well has completely dried up, triggering a standoff between Gunn and Major von Falken, the German commander. Gunn pretends there is water to buy time, hoping to tire the attackers. The group holds off a battalion of 500 Germans as the siege drags on.

The Germans attack again and again, and the defenders fall one by one. Von Schletow tries to escape, injuring Giuseppe in the process. Giuseppe dies while attempting to alert Gunn to the new danger.

Tambul chases down and kills von Schletow, taking revenge for Giuseppe. He is shot as he returns to the group, dying in the sand. Before dying, he reveals that the Germans have not learned that the well is dry.

When the German commander tries to resolve the impasse, embittered Leroux steps outside and shoots him. He is then shot by a sniper as he returns to the group. The loss of leadership leaves the German defenders rudderless and more prone to panic.

Without leadership, the German assault devolves into surrender as they crawl toward the seemingly dry well. Gunn discovers a shell explosion that has tapped into a hidden water source. He and Bates disarm the remaining Germans while the Allied survivors drink their fill.

A British Long Range Desert Patrol arrives at the oasis to take charge of the prisoners. The survivors are secured and the immediate danger passes as the British establish order. The oasis action shifts from desperate defense to capture and containment.