Set during the Burma Campaign of World War 2, this is the story of courage and endurance of the soldiers struggling at close quarters against the enemy. The film examines the moral dilemmas ordinary men face during war, when the definitions of acceptable military action and insupportable brutality become blurred and distorted.

Set just after the end of WWII (but filmed in the middle of it) in a time of general euphoria at having won the war, with full employment and general happiness for all (or nearly all). Peter, the young wastrel son of a hard working hotel owner doesn't like the idea of having to work for a living. He discovers a society of "White Elephants" who are quite willing to be poor as long as they don't have to work. They are protected and guided by Nina (Margaret Lockwood) and her precocious sister Heidi (Jean Simmons).

Stefan Radetzky, a Polish pilot and famous concert pianist, is hospitalised in England from injuries sustained while in combat, and having lost his memory. As Radetzky plays the piano in a trance-like state, the story moves back in time to war-torn Warsaw. During an air-raid, Radetzky meets American journalist Carole, and there is a mutual attraction. Following the fall of Poland, Radetzky and Irish pilot, Mike, escape to Rumania and then on to America. Radetzky continues his musical career in America and meets up again with Carole.