In North Africa, German Field Marshal Rommel and his troops have successfully fended off British forces, and now intend to take Tobruk, an important port city. A ramshackle group of Australian reinforcements sent to combat the Germans is put under the command of British Captain MacRoberts. The unruly Aussies immediately clash with MacRoberts, a gruff, strict disciplinarian, however this unorthodox team must band together to protect Tobruk from the German forces.

During WWII, the valet to the British Ambassador to Ankara sells British secrets to the Germans while trying to romance a refugee Polish countess.