It was directed by Sydney Pollack, and starred Burt Lancaster, Patrick O'Neal, Jean-Pierre Aumont, Bruce Dern and Peter Falk.

The film opens with long, beautiful shots of ancient European art and sculptures being blown to pieces amidst the sounds of war and dissonant screams while a lone narrator begins his tale of "eight American soldiers", when suddenly, and abruptly, the scene jumps back to a few weeks earlier.

The Count of Maldorais, Henri Tixier (Jean-Pierre Aumont), admits to Falconer that he is impotent, and he hopes that the Major will impregnate the Countess so that his line may continue.

Corporal Clearboy falls in love with a Volkswagen Beetle; with his affection for the vehicle bordering on paraphilia which becomes a long-running and anachronistic gag throughout the rest of the film.

The American soldiers are happy to enjoy a respite from combat while being surrounded by unimaginable antique luxury, however, their days of leisure and peace almost undermine the very reality and the ugliness of the war itself.

Captain Beckman and the Count are horrified that the Major will not abandon the castle, a decision that will surely lead to its destruction; Falconer, however, is adamant that to give the Germans one thing means that they'll just end up "taking everything" later on (see appeasement).

He attempts to rally shell shocked American troops retreating from the Ardennes into the Maldorais, forcing (at gunpoint) Lt. Bix (Bruce Dern) and his band to lead the dazed survivors in a bizarre Pied Piper-esque procession to the castle; until they are all killed by artillery fire.

Falconer's ragtag soldiers, scrounging heavy weapons abandoned by retreating GIs, inflict many casualties and Lt. Amberjack and Private Elk even manage to steal and re-purpose a working German tank, which they jokingly claim "is better than ours."

Falconer and Beckman, both wounded, put aside their personal and ideological differences and grimly prepare for the oncoming final assault with a .50 caliber machine gun pointed across the castle roof.

The film finishes where it began, echoing the theme of eternal recurrence, with more long shots of the undemolished Maldorais as it once stood, as well as a voice-over of Pvt.

[4] Sydney Pollack recalled that Burt Lancaster first wished him to direct the film in 1966; and that the castle, which was made of styrofoam, was inspired by Walt Disney and dreams.