It is October 1942 and Sgt. Joe Gunn (Jim Belushi) and his two soldiers, Waco (Paul Empson) and Doyle (Mark Lee), are American tankers assigned to the British Army. When the Germans attack their positions, Gunn's tank is forced to retreat south into the Sahara. Desperately searching for water, they pick up a group of stragglers who lead them to the ruins of a Muslim shrine where they find the water they've been seeking. However, it isn't long before Gunn learns that a German detachment is also in the area searching for water. Though outnumbered, Gunn decides to stay and fight the Germans, hoping that British reinforcements will arrive in time.