- During a WW2 patrol in the North-African desert, a Canadian corporal reminisces about his sweetheart and must lead his platoon when the sergeant gets wounded.
- Out on patrol in the war-time desert a Canadian corporal reminisces about the woman he has left behind in London and ponders whether she will fall for the charms of his rival in love. At the same time he worries about how he would get on with his outfit if his crack sergeant was not there to guide him. Circumstances combine to give answers to both questions.—Jeremy Perkins {J-26}
- In North Africa, experienced Sergeant Kelly (Thomas Mitchell) leads a British patrol, accompanied by Corporal Colin Spence (Henry Fonda), an unassertive Canadian. When they are attacked by Italian airplanes, they manage to shoot one down, but it crashes on one of their vehicles, killing eight men. Later, Kelly leads the six survivors on an attack of an Italian armored car but is seriously wounded. He orders Spence to leave him behind; when Spence refuses to obey, he shoots himself. Spence leads the remaining three men toward an oasis. Before they can reach it, though, a transport plane lands and disgorges German soldiers who set up a base. After sneaking in to steal badly needed food and water, Spence has to assert his leadership when one of his men advocates surrendering. Instead, Spence leads them in a surprise attack under the cover of a sandstorm. The British emerge victorious, though one man is killed and Spence is wounded. The corporal comes to in a Cairo hospital and finds he is to be given a medal and promoted to lieutenant. His newfound assertiveness extends to his personal life. He proposes to his girlfriend Valentine (Maureen O'Hara), who he had thought of (in flashbacks) throughout his ordeal.
- While shy Canadian journalist Colin Spence (Henry Fonda) is living in London, he joins the British Army and is stationed in Libya. There he serves under Sergeant Kelly (Thomas Mitchell), a longtime military man who is greatly admired by his men. Although Kelly takes an interest in Spence and tries to build up his ego, Spence remains unassertive.
One afternoon, Spence remembers a time before the war, when he went with his girl friend, Valentine Lee (Maureen O'Hara, to a party at which they met war correspondent Tom Benedict (Reginald Gardiner). Benedict was a self-assured blowhard who easily impressed Valentine, and Spence soon regretted introducing them.
Back in the desert, Kelly and Spence lead a reconnaissance patrol of 14 men into the brutal heat. As they are traveling, Spence again remembers Valentine, who was further won over by Benedict when he impressed her on her birthday. Spence's mind returns to the present when the patrol stops for lunch, but before they resume their journey, they are attacked by Italian airplanes. During the ensuing skirmish, Spence and his men shoot down one of the planes, but it crashes on one of the patrol's trucks, killing eight men.
With only Spence, Symes (Bramwell Fletcher), Pilcher (Melville Cooper), Cottrell (Morton Lowry) and Cassidy (Allyn Joslyn) and himself left, Kelly moves the men onward, but that night, admits to Spence that they are lost. Spence is frightened when Kelly says that he must assume command if anything happens to him, but Kelly admonishes him to get the patrol home safely.
The next day, a passing British plane warns them that an Italian armored car is ahead. Hoping to use the car for transportation, Kelly leads the men to it, but his plans go awry when Symes's gun goes off accidentally, and the enemy is alerted to their presence. Symes is killed during the exchange of gunfire, and Kelly is seriously wounded.
Spence gets the sergeant to cover, where he refuses to listen to Kelly's orders to leave him behind for the good of the group. While Spence is discussing the situation with the remaining three men, Kelly shoots himself, and the soldiers bury their brave sergeant. Spence then assumes leadership of the patrol and drives the men hard, as Kelly had instructed him.
While they are walking, Spence's mind drifts back to Valentine, who spent his first leave with him and encouraged him to be more assertive romantically. Spence's reverie ends when the group finds an oasis, which is held by German soldiers. While Spence waits for dark, he remembers the last time he saw Valentine, when it appeared that Benedict had completely won her affections. As darkness falls in the desert, Spence crawls into the oasis and hears Kelly's voice urging him on.
Spence steals food and water, then dismantles the Germans' radio equipment before returning to his men. There, Spence tells them that they must try to take the German stronghold, explaining that it is the cumulative effect of every single man fighting in every position that will win the war. Using Spence's strategy, the men split up and engage the enemy during a sandstorm. Spence is with Cottrell and fights hard until an explosion knocks him out.
Later, Spence awakens in a Cairo hospital, where Cottrell tells him that he was wounded when Cottrell threw a grenade in the enemy munitions dump. The action was successful, although Cassidy was killed. Pilcher is recovering in the same hospital, and both Cottrell and Spence have been awarded distinguished conduct medals. Spence is trying to assimilate the information when Benedict arrives and is his usual sarcastic self.
Suddenly aware of his own strength, and no longer afraid, Spence orders Benedict to send Valentine a telegram saying that he wants to marry her. Benedict protests, but Spence intimidates him and sends him on his way. Soon after, Spence, who has been promoted to lieutenant, meets Valentine at a London railway station. There, Spence once again hears Kelly's encouraging words as he embraces Valentine.
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