In Hadleyville, a small town in New Mexico Territory, Marshal Will Kane, newly married to Amy Fowler, prepares to retire. The happy couple will soon depart for a new life to raise a family and run a store in another town. However, word arrives that Frank Miller, a vicious outlaw whom Kane sent to jail, has been released and will arrive on the noon train. Miller's gang—his younger brother Ben, Jack Colby, and Jim Pierce—await his arrival at the train station; it is clear that Miller intends to exact revenge.
For Amy, a devout Quaker and pacifist, the solution is simple—leave town before Miller arrives, but Kane's sense of duty and honor are strong. "They're making me run," he tells her. "I've never run from anybody before." Besides, he says, Miller and his gang will hunt him down anyway. Amy gives Kane an ultimatum: She is leaving on the noon train, with or without him. While waiting at the hotel for the train, she meets Helen Ramírez, who was once Miller's lover, and then Kane's, and is leaving as well. Amy understands why Helen is fleeing, but the reverse is not true: Helen tells Amy that if Kane were her man, she would not abandon him in his hour of need.
Kane's efforts to round up a posse at the tavern, and then the church, are met with fear and hostility. Some townspeople, worried that a gunfight would damage the town's reputation, urge Kane to avoid the confrontation entirely. Some are Miller's friends, and resent that Kane cleaned up the town in the first place. Some are of the opinion that their tax money goes to support local law enforcement and the fight is not a posse's responsibility.

Directed by Fred Zinnemann
Starring Gary Cooper, Thomas Mitchell, Lloyd Bridges, Katy Jurado, Grace Kelly, Otto Kruger, Lon Chaney, Henry Morgan

In Hadleyville, a small town in New Mexico Territory, Marshal Will Kane, newly married to Amy Fowler, prepares to retire. The happy couple will soon depart for a new life to raise a family and run a store in another town. However, word arrives that Frank Miller, a vicious outlaw whom Kane sent to jail, has been released and will arrive on the noon train. Miller's gang—his younger brother Ben, Jack Colby, and Jim Pierce—await his arrival at the train station; it is clear that Miller intends to exact revenge.
For Amy, a devout Quaker and pacifist, the solution is simple—leave town before Miller arrives, but Kane's sense of duty and honor are strong. "They're making me run," he tells her. "I've never run from anybody before." Besides, he says, Miller and his gang will hunt him down anyway. Amy gives Kane an ultimatum: She is leaving on the noon train, with or without him. While waiting at the hotel for the train, she meets Helen Ramírez, who was once Miller's lover, and then Kane's, and is leaving as well. Amy understands why Helen is fleeing, but the reverse is not true: Helen tells Amy that if Kane were her man, she would not abandon him in his hour of need.
Kane's efforts to round up a posse at the tavern, and then the church, are met with fear and hostility. Some townspeople, worried that a gunfight would damage the town's reputation, urge Kane to avoid the confrontation entirely. Some are Miller's friends, and resent that Kane cleaned up the town in the first place. Some are of the opinion that their tax money goes to support local law enforcement and the fight is not a posse's responsibility.

Directed by Fred Zinnemann
Starring Gary Cooper, Thomas Mitchell, Lloyd Bridges, Katy Jurado, Grace Kelly, Otto Kruger, Lon Chaney, Henry Morgan