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In the winter of 1944 as World War II nears its end, one-eyed Infantry Major Abraham Falconer leads a group of seven battle-weary soldiers to a medieval castle on the Belgian side of the French border. The owner of the castle, the Comte de Maldorais, permits the men to be billeted in one of the castle turrets, but he urges the major not to make a stand against an expected German attack because the castle is filled with priceless art treasures. Although this plea is seconded by Captain Beckman, one of Falconer's officers and an art historian, the rest of the men in the squad occupy themselves with other matters. Sergeant Rossi, a civilian baker, assists and makes love to the local baker, a widow; Corporal Clearboy, a dour ex-cowboy, becomes enamored of a captured Volkswagen; Lieut. Amberjack, a former divinity student, tries, unsuccessfully, to have as good a time at the nearby brothel as his comrades, the hard-drinking Sergeant De Vaca and a sharp-tongued Indian, Pvt. Henry Three Ears of an Elk; and the youngest of the lot, Private Benjamin, a Negro intellectual, is writing a novel, Castle Keep , about his war experiences. As the men await the German advance toward Bastogne, the impotent count encourages a romance between his youthful wife and niece, Therèse, and Falconer in the hope that their union will provide an heir to the Maldorais line. When the Germans finally march on the castle, the count tries to save the works of art by leading the enemy to an underground entrance to the castle, but he dies in the attempt. Despite Falconer's order that the secret passage be dynamited, thus destroying the art treasury, his men, including Beckman, rally to his call. During the desperate fighting that ensues the brothel girls hurl Molotov cocktails on the invading Nazi tanks, and the GI's take a deadly toll of the enemy, but one after another they are cut down. Only Private Benjamin escapes, taking Therèse with him, as the castle is destroyed in the holocaust.