The film opens at the scene of a modern day disaster. As emergency personnel work to reach victims trapped underground, one rescuer tries to keep the victims calm by telling the story of how he came to have five fathers, all killed during the Great Patriotic War (WWII). The scene dissolves to the fall 1942, the early part of the Battle of Stalingrad, in the middle of a Russian water assault across the Volga. A ragtag group of Soviet troops are holed up in a building that shields the Soviet's primary landing site on the Volga River. Along with the handful of men who survive the river crossing and assault on the building, Captain Gromov (Fyodorov), a veteran and hero of previous battles, impresses the services of the remnants of other units he encounters: an older infantryman, Polyakov "Angel" (Smolyakov) who had found happiness late in life but now has nothing left since his young wife and baby daughter were killed in an air raid; a sniper, Chvanov (Lysenkov), a farm boy, who is filled with hatred for all things German for the war atrocities committed by them on his family; Nikiforv (Barabash), a famous and talented singer before the war who is now a remorseless, "even cruel" killing machine, and Sergey ("Sissy") (Bondarchuk), a young artillery officer, drafted out of military academy to serve as a spotter, and the last living cadet from his academy class. The men rescue, the building's lone survivor, Katya (Smolnikova), the narrator's mother. Katya is days shy of 18 when she meets the men who will be the narrator's five spiritual fathers. Katya becomes the men's proxy for Mother Russia, and they cherish her and each falls in love with her in his own way. If she were to die, Gromov knows his men will fall apart so they fight for her, as much as if not more than, military objectives. The Soviets are matched against a German force commanded by Oberstleutnant Henz (Lauterbach), a stereotypically strict-to-the-point-of-cruelty Prussian officer, and Hauptmann Kahn (Kretschmann), a decorated but disillusioned soldier ("I came as a soldier, but fighting you (Russia) has made me an animal!") Kahn falls in love with a beautiful Russian refugee, Masha (Studilina), who reminds him of his dead wife and is the only remaining color and life in this gray hell. Despite almost singlehandedly foiling the Soviets' main attack, Kahn is in disgrace for having been driven from the building. Henz orders him to retake the building or be executed. Although Kahn would like nothing more than to hide away with Masha, he will not shirk his duty.