After the collapse of Tobruk in June 1942, U.S. Army sergeant Joe Gunn leads his tank into the Sahara desert, so as to evade advancing Rommel's forces and also hit Allied lines. Across the way he picks up few Allied soldiers, but soon they are currently running out of drinking water. The well is really actually a objective of an entire German battalion, although water is found by them at the ancient well. Despite the odds that are hopeless, Sergeant Gunn decides to shield the well.