Russian Nazukov (Sergei Bondarchuk), Englishman Pemberton (Leo Genn) and American Bradley (Peter Baldwin) escape together from an Axis prison camp and make their way to Rome. They are given refuge by a charismatic nun who turns out to actually be a black marketeer named Esperia (Giovanna Ralli), who is sympathetic to their anti-Fascist beliefs. Hiding in her attic, the Allied soldiers gain an intimate look at the struggle of the Italian partisans while negotiating their own cultural differences.