During the dark days of the North African campaign in World War II, two British soldiers are ordered to escort nurses to safety. Captain Anson (John Mills), none too happy with the job, has a drinking problem and yearns for a cold beer all too often. His aide-de-camp MSM Tom Pugh (Harry Andrews) will drive the men and their charges, Sister Diana Murdoch (Sylvia Syms) and Sister Denise Norton (Diane Clare) through the inhospitable desert to their destination in Alexandria. Along the way they pick up a mysterious South African soldier Captain van der Poel (Anthony Quayle) who has his own ideas about how to survive along the trek.