Near the end of WWII, American Major Falconer, leads his weary eight-man squadron to a perfectly preserved medieval castle in the Ardennes Forest. Castle Keep's owner, the aging Count of Maldorai, shelters the servicemen in hopes they will defend his fortress and his priceless collection of art masterpieces from the advancing German troops. But the servicemen have plans of their own. Major Falconer begins an illicit affair with the Count's beautiful young wife, while Sgt. Rossi romances the wife of an absent baker. As the German soldiers push forward, a deadly game of possession ensues, leading to a spectacular ground battle for keeper of the castle. Shaded with off-beat comic moments - a soldier falls in love with a battered Volkswagen and a religious fanatic leads his shell-shocked troops throught he bombed-out streets.