Lt. Joe Costa (Jack Palance) is a part of Fragile Fox Company, a National Guard unit sent to a Belgian town in the final stages of World War II. Costa harbors some serious doubts about the leadership abilities of Captain Cooney (Eddie Albert), a coward who only secured his position because of his ties to Lt. Col. Bartlett (Lee Marvin). Cooney's inexperience and his open contempt for Costa threaten the lives of his men as they draw closer to Battle of the Bulge.