In June 1942, on the eve of the First Battle of El Alamein, American Sergeant Joe Gunn (James Belushi) and the crew of his M3 Lee tank ''Lulu Belle'' are the sole survivors of their unit. Boxed in by the enemy, they have no choice but to head south. They come across a group of Allied stragglers at a destroyed first aid station. The stragglers, led by British doctor Captain Halliday (Jerome Ehlers), decide to ride with Gunn in an attempt to escape the advancing Afrika Korps. Along the way, they pick up first Anglo-Egyptian Sudan soldier Tambul (Rex Ingram) and his Royal Italian Army prisoner, Giuseppe (Angelo D'Angelo (Australian actor)), then downed Luftwaffe pilot lieutenant von Schletow (Julian Garner). The group ends up at a deserted Saharan oasis in search of water. With the Germans right behind them, they decide to stay and defend the well, holding up a battalion of 500 Germans.