While fighting in Libya during World War 2 Sergeant Joe Gunn (Humphrey Bogart) and his M3 Lee tank lovingly referred to as Lulabelle are attached to the British Eighth Army. A retreat order comes through and Joe and his crew, Waco (Bruce Bennet), and Jimmy Doyle (Dan Duryea) are separated from their division and travel across the desert hoping to avoid Rommel's troops, when they meet a rag tag group of British soldiers at a field hospital unaware of the retreat. In desperate need of water, Joe and his new passengers head into the desert toward the site of some ancient Roman ruins that contains a well many miles into the sand. Along the way they rescue an Italian soldier who goes by the name of Guiseppi (J. Carrol Naish - who was nominated for an Academy Award "Best Actor In A Supporting Role") and a Sudanese soldier and are attacked by a German fighter 'plane. They shoot down the 'plane and take the pilot prisoner and soon learn that there are hundreds of German soldiers needing water who are also heading for the same well that Gunn and his crew are heading for. When Gunn arrives at the watering hole the flow of water is very slow and they work diligently to get enough for themselves. Wanting to slow down the incoming Germans and prevent them from rejoining the war, Gunn sends Waco out across the desert hoping to get relief from the British 8th Army, but the question is whether the desert may prove to be too much.
In desparate need of water, Joe and his new passengers head where?
Into the desert