In 1810 Spain, citizens band together to fight Napoleon's troops after the Spanish army has retreated. Along with other resistance fighters, Miguel and his mistress Juana are trying to move a huge cannon to the walled city of Avila. Capt. Anthony Trumbull of the British Navy is sent to assist them, and it isn't long before Capt. Trumbull falls for Juana. A clash of cultures and the romantic triangle create tension between the heros who are fighting for the same cause.