- Directors: Fred Zinnemann
- Producers: Stanley Kramer, Carl Foreman
- Writers: John W Cunningham, Carl Foreman
- Genres: Drama, Western
- Actors: Gary Cooper, Thomas Mitchell, Lloyd Bridges, Katy Jurado, Grace Kelly
Will Kane (Gary Cooper), the longtime Marshal of Hadleyville, New Mexico Territory, has just married pacifist Quaker Amy (Grace Kelly), turned in his badge, and is preparing to move away to become a storekeeper. Soon after, the town learns that Frank Miller (Ian MacDonald), a criminal Kane brought to justice, is due to arrive on the noon train. Miller had been sentenced to the gallows, but was pardoned for reasons never stated in the film. In court, he had vowed to get revenge on Kane and anyone who got in his way. His three gang members wait for him at the station. The worried townspeople encourage Kane to leave, hoping to defuse the situation.
Kane and his wife leave, but Kane has a crisis of conscience and turns back. He reclaims his badge and tries to swear in help, but it becomes clear that no one is willing to get involved. His deputy, Harvey Pell (Lloyd Bridges), resigns. Only his former lover, Helen RamГrez (Katy Jurado), supports him, but there is little she can do to help. Disgusted, she sells her business and prepares to leave town. His wife threatens to leave on the noon train with or without him, but he stubbornly refuses to give in.
In the end, Kane faces the four gunmen alone. He guns down two of Miller’s men, though he himself is wounded. Helen Ramirez and Amy both board the train, but Amy gets off when she hears the sound of gunfire. Amy chooses her husband’s life over her religious beliefs and kills the third gunman by shooting him in the back. Miller then takes her hostage and offers to trade her for Kane. Kane agrees, coming out into the open. Amy, however, claws Miller’s face, causing him to release her. Kane then shoots and kills him. Then, as the cowardly townspeople emerge, Kane contemptuously throws his marshal’s star in the dirt and leaves town with his wife.