In North Africa, German Field Marshal Rommel and his troops have successfully fended off British forces, and now intend to take Tobruk, an important port city. A ramshackle group of Australian reinforcements sent to combat the Germans is put under the command of British Captain MacRoberts. The unruly Aussies immediately clash with MacRoberts, a gruff, strict disciplinarian, however this unorthodox team must band together to protect Tobruk from the German forces.
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.
Allied and German forces are stranded in desert during WW II and attempt to surrender each other.
Three friends enlist in the Australian Army and serve in North Africa, holding the city of Tobruk against Rommel's forces.