The film is set in 1941 during the Second World War, when the city of Benghazi in Italian-ruled Libya was occupied by British forces. Italian inhabitants of Benghazi work to resist the British and discover their military plans. One man, Captain Enrico Berti, appears to be collaborating with the British but is in fact working undercover for Italian intelligence. The film ends with the city being recaptured by Italian troops and their Nazi German allies.