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During the WWII invasion of Italy, two soldiers, Charles Delmont (Peter Savage) and Joe Senken (Jake La Motta), impulsively desert the army during a heavy bombardment. They make their way to Naples and set up a lucrative black market operation. Just as they are about to land a big score, Delmont's brooding over his cowardice turns to self-loathing, which manifests in hallucinations and blackouts. As he learns in a romantic interlude with Sherry (Sharon Dale), he is also plagued by impotence and emotional confusion. Senken, a cruel and treacherous man, decides his partner is no longer an asset and decides to get rid of him, permanently. Delmont, suspicious of Joe, flees to Rome to secure proper papers and thwart any ideas that Senken may have about getting him deported. In a cruel twist, Delmont's bullet wound from a botched crime is unexpectedly torn open and he collapses alone by a river. Annette Russi (Teresa Pellati), strolling by the river and contemplating ending her life, finds him and nurses him back to health. She, like Delmont, is also a "runaway" from life. After many emotional confrontations, Annette falls for Delmont and persuades him to face his troubles. In a desperate cry for help, he is finally able to give a voice to his ghosts and learns to face himself again. Delmont then secures his papers and takes Annette back to Naples, where he unknowingly walks into a trap set by Senken. Annette discovers the betrayal after Delmont has left for the setup job. After a vicious knife fight, Delmont escapes, but not before Senken seduces Annette with a promise to save Delmont's life. Delmont walks in to discover Senken and Annette in his bedroom, and the explosive conflict between the two men erupts in a ferocious fight to the finish. Freed of his demons, Delmont turns himself in to the local authorities to pay for his crimes. Annette's influence has made him a better man, but he must leave her in order to clear his name.