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"Bas-tog-nee. That's a name I won't be forgetting in a hurry."

- "Li'l Abner" Spudler

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We open in Mourmelon, France, where the 101st Airborne Division is resting, re-arming and receiving replacements after fierce fighting in Holland during Operation Market Garden.

Two replacements, Layton (Marshall Thompson) and his buddy, Hooper (Scotty Beckett), watch Layton's new platoon perform some fancy precision drilling under the barking commands of Platoon Sergeant Kinnie (James Whitmore). The two part ways to join their outfits but promise to stay in touch.

Layton is anxious to sew on his Screaming Eagle patch and meet his new squad but the wary veterans basically ignore him despite his efforts to ingratiate himself. The harder he tries to fit in the worse the results. He works his way around the tent getting kicked out of successive bunks that he didn't know were occupied.

The squad does become excited with the return of Holley (Van Johnson), who was wounded in Holland, and he excites them with tales of Paris during his recovery. The squad, except for the replacements, have all been granted passes to Paris the next day. They poke fun at "Li'l Abner" Spudler (Jerome Courtland) being turned loose in Paris. He wants to buddy up with his pal, Jarvess (John Hodiak), but he wants "a private room with a private bath" even if he has to take it by force.

Walowicz (Bruce Cowling), the squad's Sergeant, is skipping the Paris trip so he can compete in the regimental football game. Staniferd (Don Taylor), the squad Corporal, can't believe that he'd rather play football then eat. Layton keeps moving and knocks over a picture belonging to Hanson (Guy Anderson) and mistakes it for a little girl when it's really a boy. So he moves on again.

The good news continues as old Pop Stazak (George Murphy) has been granted a dependency discharge to go home and take care of his sick wife. Bettis (Richard Jaeckel), who's convinced that the next Nazi bullet has his name on it, wishes he could go home, too. 

Kipp (Douglas Fowley), the squad malcontent, wonders who will take care of Rodrigues (Ricardo Montalban) after Pop leaves. Rodrigues responds by threatening to kick in Kipp's false "GI teeth."

It's getting late so they hit the sack. Layton is left standing in the middle of the tent with no place to bunk but the lights are turned off anyway. So the men of 2nd Squad of the 3rd Platoon of I Company go to sleep dreaming of Paris but will soon wake up to a nightmare.

Sgt. Kinnie rousts them up early the next morning and orders Walowicz to get them formed up. Walowicz tells him to do it himself since he's not going to Paris. But Kinnie says no one's going to Paris. The German's have made a breakthrough somewhere so they're moving up on the line. They ask where but Kinnie doesn't know and it's a secret move so the men have to remove their Division insignia. Layton dejectedly tears off his patch that he had just sewn own.

The Division is quickly assembled and loaded up on trucks, destination unknown. Pop hasn't received his official notice yet so he has to go with them hoping his orders will catch up to him. During the long and bumpy ride the ice begins to break a little as Staniferd offers Layton a cigarette. Layton doesn't smoke but thanks him profusely. The convoy arrives in the town of Bastogne where they're billeted for the night. 

The 3rd Platoon lucks out and draws the house of the lovely Denise (Denise Darcel) and Holley instantly tries to put the moves on her even though she can't speak any English. Jarvess does his best to translate for him until he relieves Layton on guard duty outside. Jarvess is the most vocal about not knowing where they are and what they're supposed to do. 

The night has brought a thick fog and, suddenly, ghostly figures appear out of it. It's a retreating force of American Infantry. Jarvess gets the first inkling of what's going on as the fleeing men tell of the German onslaught that's coming. He also finds out that the 101st will be left alone in Bastogne to hold the line while every one else "strategically withdrawals."

The next morning Holley manages to pilfer some eggs but I Company has been ordered by General McAuliffe out of Bastogne to help form a defense perimeter. Holley guards his eggs like gold as the men march out of town then dive for cover when the German shells start falling. The men take up position, buddy up and start digging foxholes. Layton is the odd man out so he triples up with Walowicz and Hanson but is left to dig alone while they go check in with the CP.

The other pairs take turns digging while Layton struggles by himself. While Bettis digs deep, Holley breaks open his eggs. He starts to cook them but Walowicz returns and orders them all to "saddle up" because they're moving again, bringing curses from the men. 

Holley dumps the liquid eggs into his helmet and is careful not to spill any as they move to the next position. Kipp grumbles that "just once I'd like to dig a foxhole and find out that's the one I'll be sleeping in." 

They take up new positions and start digging again. Layton is again left alone to dig. The cold is starting to get to Staniferd and he starts getting sick. Holley tries to cook his eggs but he's pulled the first shift guarding the road block with Kipp and Layton. He leaves the eggs with Bettis promising him half if he doesn't get any dirt in them.

Kipp and Holley take shelter along the road leaving Layton to stand guard by himself. A patrol approaches. Layton challenges them but they know the password so he let's them through. The Lieutenant asks if there is a bridge up ahead and Layton confirms that. The patrol marches by and Holley comments that the Lieutenant isn't very smart for keeping his insignia bars on his collar in a combat zone.  

The patrol moves on down the road. One of the men trips and starts swearing in German. The Lieutenant yells at him to speak only English. What goes on here?

The next morning the weather turns worse as it starts snowing. Everyone complains except for Rodrigues who's never seen snow up close before and starts playing around in it. He finds Abner's boots outside his foxhole and tosses them back in. Abner's feet are to big for the protective galoshes so he tries to dry out his boots every night and sleeps bare foot.

The men start fortifying the foxholes with branches to try and keep the snow out. Layton finds out that Hooper's company is positioned near by and goes over to see him. He asks around but nobody's heard of Hooper. Layton says he was one of the replacements. The company commander thanks him because now he can finish his report about the casualty they took. Hooper's foxhole took a direct hit from a mortar. Layton bemoans that they didn't even know his name. The commander replies that they couldn't even find his dog tags.

Layton dejectedly returns to his squad. Holley's attempt to cook his eggs is thwarted yet again when he, Rodrigues and Jarvess are volunteered to go on a patrol. G2 have reports that German infiltrators wearing GI uniforms might be hiding in a patch of woods. They captured several of them after they blew up a bridge. Holley realizes that the patrol they let through must have been them and stops Layton from revealing that fact.

The squad suffers their first loss when Staniferd is sent back to the aide station when his condition worsens. Kipp complains that nothing like that happens to him but Bettis points out the time in Holland when he busted his false teeth. It seems Kipp found out about a regulation that you need at least six teeth to stay on the line. So he broke his dentures and was moved off the line for two weeks until they got replaced. Kipp denies it claiming he knew no such regulation and he accidently ran into a tree in the dark.

The three "volunteers" prepare to go out on patrol when they hear an incoming barrage and dive for cover. The squad suffers its second casualty when Holley's eggs take a direct hit. The barrage continues and picks up in intensity. Bettis can't take it anymore and runs away. Walowicz let's him go hoping he makes it back to the rear. He felt Bettis should have pulled off the line long ago. 

As the explosions continue, Layton makes sure Walowicz knows what his name is. The Sergeant says he knew it all along and offers him a cigarette. Layton takes it and smokes for the first time.

Eventually, the barrage lifts and the patrol gets underway. The men grumble about the size of woods that only three men are supposed to search by themselves. Holley says it's G2 strategy. If they don't come back they'll know there's Germans there. Rodrigues hints at goofing off and heading back and reporting that they heard voices talking in German. Jarvess, who's had enough of  Regimental Intelligence Officers, says they should go back and say they heard Japanese voices and let them figure that one out.

A jeep races up and they challenge the occupants. They know the password but Holley isn't convinced and thinks they're Germans. So it's a stand-off until they start asking trivial questions that only a real American would know like what a hot-rod is and who Betty Grable is dating. Once that's settled they let the jeep pass.

The men head into the woods and bump into another American patrol who claim they searched the woods and found no Germans. They know the password but Holley recognizes the Lieutenant from the night before. He plays it cool and they head back. Once they're out of earshot he tells Rodrigues and Jarvess to haul ass because those guys were really Krauts. 

They run but come under fire. Holley loses his rifle when the butt is shattered by enemy fire but Rodrigues manages to take out the machine gun nest with a grenade. They continue to fight their way out of the forest and come to a clearing where they spot enemy tanks on the move. Rodrigues is hit and can't move so they hide him under an overturned jeep and promise to come back for him.

Holley and Jarvess report in but instead of sending a patrol back an artillery barrage is ordered by the brass to try and neutralize the tanks they spotted. Kinnie tells them have Walowicz send out a patrol to retrieve Rodrigues once the barrage lifts. The jeep they hid him under is right by a farmhouse that the artillery is zeroed in on. Holley angrily asks for a sponge to retrieve Rodrigues because that's all they need to pick up what's left of him.

But Walowicz can't send anyone on patrol because he was injured in the last barrage. They help load him up on a jeep and he's evacuated. Before he goes he gives Holley his helmet, rifle and command of what's left of the squad. The American barrage starts when Pop realizes Rodrigues is missing. Holley breaks the bad news to him.

The weather worsens and the artillery barrage continues. Pop keeps after Holley to go and get Rodrigues. Holley asks for volunteers. Pop, Jarvess and Layton accept. Holley asks Layton why and he jokes that maybe they'll find more eggs. As they head out they spy Kipp looking for his false teeth that have mysteriously gone missing again. Holley rips into him and hopes it's warm where he's headed. After the patrol leaves Kipp stops looking and slinks back into his foxhole.

They find the wrecked jeep but none of the shells hit near it. They start digging out the snow that drifted up around it but they were too late, Rodrigues has bleed to death. 

Things continue to get worse. 

Jarvess gets his hands on a Stars and Stripes and finds out they're fighting in The Battle of the Bulge and making a "heroic stand." There's also a report that the bad weather will continue grounding all Air relief operations. Kinnie brings word that the entire aide station, medics, supplies and wounded, including Walowicz and Staniferd, was captured by the Germans. He does have one good piece of news. He has Pop's official discharge notice.

Pop starts to say his goodbyes when Kipp shows up sporting his false teeth. He tells Pop he's going no place because Bastogne is completely surrounded and cut off. Pop slugs him thinking it's a bad joke but Holley and Layton pull him off realizing Kipp must be telling the truth or his teeth would still be missing.

Freezing, starving and low on ammunition 3rd Platoon is moved to guard a railway bridge. They dig in for the night but are ambushed the next morning. The sentry is killed and the men stare out into the fog unable to see the enemy. Hanson is the first to move and fires into the trees at a loud German voice.

A huge firefight erupts. Hanson is hit but Kipp takes up his position and continues the suppressing fire. Holley, fear in his eyes, freezes, panics then runs away. Layton follows him thinking he's just trying to outflank the enemy. He calls out to Holley who stops, gathers himself, and leads Layton into the forest. Kinnie spots them and orders the rest of 2nd Squad to follow them. Jarvess charges out of his foxhole. Abner reaches for his drying boots but is shot dead before he can reach them.

The others form up with Holley and Layton and wait in ambush. The Germans creep out of the fog but the tables have turned and the Germans are obliterated. 

Kinnie sends what's left of 2nd squad back to Bastogne with the injured Hanson and German prisoners. Hanson is left in a makeshift hospital that is out of supplies and most rely on liquor for their patients. A nurse gives Hanson a belt. Pop says if she gives him another one like that he's going out and get himself shot.

The men scrounge for some dry clothes when Bettis finds them. He's been working with the field cooks and gives them some hot chow. Bettis tries to defend his transfer but the others aren't listening and really don't care. 

After the brief respite the men return to the front. Jarvess was able to scrounge some information on where they are and what there objective is. They hear something and a small German patrol under a flag of truce approaches them. They want to palaver with the American Commanding Officer. They blindfold the officers and take them to the company CP.

Jarvess and the others interrogate the rest of the patrol and find out that the German's are here to ask for the surrender of the American forces. After a while the German Officers return but are confused by General McAullife's reply to their demands. The American officer gladly translates that "Nuts." is definitely a negative answer to their requests.

So the battle for Bastogne continues. The Germans continually drop leaflets offering food and shelter for those that surrender. The men use them for toilet paper. Christmas arrives and the men attend a brief service by the Chaplain that's interrupted by a German bombardment.

The bombardments continue. Bastogne itself is pasted by the Lufwaffte. Everyone is starting to fray at the edges, even Layton has turned sullen and bitter. Things are getting so desperate that the walking wounded, including Hanson, are ordered to draw out rifles and get back on the line. Clerks, cooks and mechanics are also ordered to take up arms. Bettis starts to protest but his KP takes a direct hit and he's killed.

Kinnie receives word that they're supposed to pull back into town but they've been cut off. The Germans start closing in on them. Layton takes aim but Kinnie stops him saying to save his ammunition "because they'll be getting a lot closer and we'll still be here." 

The men solemnly fix their bayonets and wait. Kinnie moves from hole to hole when he notices something. It's his shadow cast on the snow. He turns and looks up and sees the sun has broken through and he can hardly contain himself.

The bad weather has finally broke and the Allied Air Corps sweeps into action flying sorties over the enemy and dropping supplies. The men deliriously gather up the food and ammunition. Holley starts handing out bandoliers of M1 clips when he runs into Hanson and they happily greet each other.

So the tide of battle has turned and now the German's are on the run. Along with the air support, the 4th Armored Division finally broke through to relieve the beleaguered defenders of Bastogne.

Holley and the others watch as the tanks roll in. What's left of the 3rd Platoon is formed up. Tired, battle worn and injured, Kinnie gets them moving but this rabble is a far cry from what we saw at the beginning of the film. They spot a relief column marching towards them so Kinnie starts barking at them to shape up. They do, and despite their appearance, the men march proudly off to parts unknown.

This battle is over but the war is yet to be won.

The End

On to Battleground Part Two.

Bonus Feature:

A Brief History Lesson on The Battle of the Bulge