as they can, German scouts arrive in a half-track. Gunn captures two of them and learns that a German mechanized battalion, desperate for water, is following close behind. Gunn persuades his men to make a stand to delay the Germans while Waco takes the half-track for reinforcements. Gunn releases the German soldiers to carry back an offer to their commander to swap food for water, giving the false impression there is plenty of water. When the German battalion arrives, a battle of wills begins between Gunn and the German commander, Major von Falken. By now the well has run dry, but Gunn keeps up the pretense and changes his offer to swap water for guns to buy time. The Germans reject the terms and mount several frontal attacks, which take a toll on the defenders. During one attack, von Schletow stabs Giuseppe when the Italian denounces fascism and refuses to help him escape. Before he dies, Giuseppe manages to warn Gunn. Tambul chases von Schletow down and kills him before he can tell the Germans the truth about the well, but Tambul is shot dead. After a second parley between Leroux and von Falken ends in another stalemate, von Falken has his men shoot Leroux in the back as the Frenchman returns to his own side. Gunn and his men return fire, killing von Falken. The Germans begin what appears to be a final assault, but turns into a full-blown surrender. They drop their weapons and claw across the sand towards the well. To Gunn's shock, a German shell that exploded near the well has tapped into a source of water, filling the well. While the surviving Germans drink, Gunn and Bates, the only Allied survivors, disarm them. Later, as they march their prisoners east, Gunn and Bates are met by Allied troops guided by Waco. They receive news of the Allied victory at the First Battle of El Alamein, turning back Rommel's Afrika Korps. Cast Humphrey Bogart as M/Sgt. Joe Gunn Bruce Bennett as Waco Hoyt J. Carrol Naish as Giuseppe Lloyd Bridges as Fred Clarkson Rex Ingram as Sgt. Major Tambul Richard Aherne as Capt. Jason Halliday (as Richard Nugent) Dan Duryea as Jimmy Doyle Carl Harbord as Marty Williams Patrick O'Moore as Osmond "Ozzie" Bates Louis Mercier as Jean Leroux, "Frenchie" (as Louis T. Mercier) Guy Kingsford as Peter Stegman Kurt Kreuger as Captain von Schletow (as