British Lt. Col. John Wynter (Richard Todd) left Valerie Russell (Dana Wynter) in England and went off to fight in the North Africa desert. They had an "understanding" to marry at war's end. U.S. Capt. Brad Parker (Robert Taylor) meets "Val" on assignment in London and falls in love with the English beauty. At one point, however, hearing that John's outfit has suffered serious losses at Tobruk, Valerie fears that her affair with Brad has become too entangling and tries unsuccessfully to break it off. When Brad later disappears on a secret raid with Col. Timmer (Edmond O'Brien), Valerie is distraught with worry until he returns to London. Just as they resume their affair, John also returns, wounded. Valerie rushes to his side. Meanwhile, Col. Timmer, on learning how rough the invasion action is going to be, can't go on and is replaced by John. Now together, Brad and John fight side by side in the invasion. Both men are injured and are due to be discharged. However, after Brad is taken from the beach, John steps on a mine and is killed.Back in the hospital, Brad sends Valerie a message that John is well. Meanwhile, Valerie has learned of John's death, but when she visits Brad in the hospital, she doesn't tell him. She just wishes him luck and says goodbye.