In his nomadic travels, former teacher and intellectual Vogel (Omar Sharif) comes across a beautifully peaceful Tyrolean village unaffected by the thirty years war raging around it.
An army of unamiable mercenaries led by The Captain (Michael Caine) discover it as well but Vogel convinces the Captain that, rather than pillage the farms and torch the hamlet, the valley offers his men a fine chance for rest and comfort living off the fat of the land and the flesh of the village females for the duration of winter.
The Captain kills off some of the more problematic members of his team, including the bestial ideologue Korski (Brian Blessed), and quells the doubts of the rest.
He uses Vogel to strike a bargain with the villagers and their most respected, powerful member, Gruber (Nigel Davenport), for amenable treatment and then appoints him as mediator and judge between the soldiers and villagers.
But the conflicting philosophies of the townspeople and the mercenaries erupt in violence, leading to a powerful conclusion.
Gruber indulges the soldiers whilst waiting for his chance, and the rapacious Hansen (Michael Gothard) is given to stirring up trouble, eventually raising a rival band of brigands to contest the valley.
Vogel does his best to survive between the fractious parties, romancing blonde shepherd’s daughter Inge (Madeline Hinde), but haunted by the death of his family in the sack of Magdeburg, a battle the Captain participated in.
The Captain himself takes on Erica (Florinda Bolkan), formerly Gruber’s girl, a lady who earns the wrath of village priest Father Sebastian (Per Oscarsson) by practising her own dark religion in the forest.