Plot
In June 1942, on the eve of the Battle of El Alamein, American Sergeant Joe Gunn (Jim Belushi) and the crew of his M3 Lee tank Lulu Belle are the sole survivors of their unit. Boxed in by the enemy, they have no choice but to head south. They come across a group of Allied stragglers at a destroyed first aid station. The stragglers, led by British doctor Captain Halliday (Jerome Ehlers), decide to ride with Gunn in an attempt to escape the advancing Afrika Korps. Along the way, they pick up first British Sudanese soldier Tambul (Robert Wisdom) and his Italian prisoner, Giuseppe (Angelo D'Angelo), then downed Luftwaffe pilot lieutenant von Schletow (Julian Garner). The group ends up at a deserted Saharan oasis in search of water. With the Germans right behind them, they decide to stay and defend the well, holding up a battalion of 500 Germans.
The well has completely dried up by then. A standoff and battle of wills begins between Gunn and Major von Falken (Alexander Petersons), the German commander. Gunn keeps up the pretense that the well has much water and negotiates to buy time. Eventually, the Germans attack and are beaten off again and again, but one by one, the defenders are killed. During the fighting, von Schletow, the German flyer, tries to escape, injuring Giuseppe who tries to stop him. Giuseppe is then killed by German fire as he tries to alert Gunn. Tambul chases down and kills von Schletow, but is shot as he returns. Before he dies, he tells the others that the Germans did not learn that the well was dry.
When the German commander attempts to resolve the impasse, embittered "Frenchie" Leroux (Michael Massee) meets him outside the fort and kills him, only to be shot down by a sniper while returning to his side. Without a leader, the thirst-maddened Germans' final assault turns into a full-blown surrender as they drop their weapons and claw across the sand towards the well. Gunn discovers, to his shock, that a German shell that exploded in the well has tapped into a source of water. Gunn and Bates (Alan David Lee), the only other Allied survivor, disarm the Germans while they drink their fill. Ultimately, a British Long Range Desert Patrol arrives at the oasis to take charge of the prisoners.
The M3 Lee, officially Medium Tank, M3, was an American medium tank used during World War II. The turret was produced in two forms, one for US needs and one modified to British requirements to place the radio next to the commander. In British Commonwealth service, the tank was called by two names: tanks employing US-pattern turrets were called "Lee", named after Confederate general Robert E. Lee, while those with British-pattern turrets were known as "Grant", named after Union general Ulysses S. Grant.
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