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In mid-Apr 1941, during World War II, Germany's Afrika Korps, led by Field Marshal Erwin Rommel, has repeatedly beaten the Allies in the struggle for control of North Africa. Desperate to prevent Rommel from gaining control of the Suez Canal, the British Army, in retreat and trying to rebuild its strength, establishes one last stronghold in Tobruk. The British headquarters in Cairo orders the 9th Australian Division to hold Tobruk for two months, at which time they will be relieved. The general meets with artillery colonel Barney White and other officers to explain that the division will have three perimeters of defense: the outlying perimeter of infantry, the second perimeter of White's artillery, and the inner line of fortifications. The general, needing an experienced field officer to oversee the green Australian troops assigned to the infantry perimeter, chooses English officer Capt. Tammy MacRoberts. MacRoberts, a coolly efficient and unemotional officer who is disliked by the Australians, is surprised to see among their ranks his former schoolmaster, Tom Bartlett. As the battalion marches to their desert outpost, they are hit by artillery, and the men resent being pushed on by MacRoberts instead of being allowed to tend to their fallen comrades. At their encampment, Barlett, an alcholic, explains to MacRoberts that after being dismissed from his job in England due to his drinking, he went to Australia and joined the Army while intoxicated. MacRoberts offers to obtain a transfer for the older man, whom he still calls "sir," but Bartlett insists on staying to prove that he is not a coward. During the day, the men dig foxholes and prepare for an upcoming attack by Rommel's tanks, which the general hopes will be annihilated by White's artillery. During a sandstorm, it appears that the tanks will not enter the perimeter where the general predicted, but at the last minute, they change course and head directly over MacRoberts' covered men. The German infantry follows the tanks and engages the Australians in a fierce battle, during which one of their officers, Capt. Currie, is wounded. Lt. Harry Carstairs abandons his vital post to retrieve Currie, although too late to save his life, and after the Germans retreat, an infuriated MacRoberts vows to have Carstairs court-martialed for disobeying orders. Although Sgt. Blue Smith tries to defend MacRoberts, who is now the company's commander, other soldiers grumble that he got Currie killed and should not be so hard on Carstairs. Bartlett then discusses Carstairs with MacRoberts and pleads for leniency, but MacRoberts insists that he cannot allow sentiment to interfere, otherwise he will not be an effective leader. When MacRoberts goes to headquarters, however, he asks the general to tear up the court-martial request, and both he and Carstairs receive field promotions. The general then outlines a plan to erode the Germans' confidence by making small commando raids every night. Even though their casualties are high, as May and Jun pass, MacRoberts' commando patrols exact a toll on the German offensives. One day, after learning the location of a German underground ammunition dump, the general suspects that Rommel may be planning another big push, but the dump is too far away to be attacked during a single nighttime raid. Deciding to use captured Italian trucks as camouflage, the general asks for a company to volunteer, and MacRoberts, knowing his men are sick of two months of being shelled, volunteers them. MacRoberts, who has made Bartlett his clerk in order to protect him, refuses his request to accompany the patrol, then sets out with three trucks loaded with men. During the attack on the German camp, the men fight fiercely and succeed in wiring a bomb to the dump, but before it can be detonated, the soldier in charge is killed. Both MacRoberts and Carstairs leap off their departing truck to detonate the charge, but Carstairs does not survive the blast. The wounded MacRoberts is captured, and while he is being examined in a medical tent, Rommel, who has also been wounded, enters. Although he is respectful of Rommel's superior rank, MacRoberts defiantly states that he will never control the Suez without first capturing Tobruk, which the Allies have held against all odds. Rommel is bemused by the younger man's brashness and orders that he be treated well. Later, as the prisoners are being transported, their trucks are attacked, and MacRoberts and Smith, who was also captured, escape. After an exhausting walk through the desert, the pair reaches camp and joins the fight again. Although Tobruk has been subjected to prolonged attacks by the Luftwaffe and Rommel's artillery and infantry, the Australians, now nicknamed "the desert rats" for their tenacity and foxholes, have held the town for eight months rather than the originally ordered two months. In November, the general tells his officers that the relief column, led by Gen. Claude Auchinleck is headed for Tobruk, and that they need a company to hold a key location, the Ed Duda hill, which overlooks the road on which Auchinleck is traveling. The general assigns MacRoberts' men, ordering them to hold the hill for three days, and as they march, the men grumble about MacRoberts "volunteering" them for another dangerous assignment. Although the men learn that they were chosen because they have become the best-trained and most efficient company in Tobruk, the knowledge is little comfort as the three days stretch into nine. On the morning of the ninth day, fearing that the men can take no more, MacRoberts orders a retreat, although Bartlett begs him to ask the men to stick with it until Auchinleck arrives. The men refuse to leave, despite MacRoberts' orders, and Bartlett proves his own dedication by taking the dangerous forward gunner's position. Just as the Germans begin what would be a deadly assault, the Australians hear bagpipes announcing the arrival of Auchinleck's troops. After a hard-won 242 days, the Allies have held Tobruk and broken Rommel's hold on North Africa.