Ex-sheriff Will Kane (Gary Cooper) has barely said "I do" and married Amy (Grace Kelly) when he learns that a killer, Frank Miller (Ian McDonald) is coming to town on the noon train. Will and Amy leave town only to return when Will decides he has to face Miller himself. Donning his badge again, he tries to recruit help in dealing with Miller and his gang, but even his deputy, Harvey Kell (Lloyd Bridges), refuses to help. His lone supporter is ex-lover and reputed madam, Helen Ramirez (Katy Jurado). Although his wife is threatening to leave town without him, Will stays and stands up to the gang of four alone. His wife is a pacifist, but she ends up shooting one of the gang to save her husband's life. After killing the entire gang, Will contemptuously throws down his badge and leaves with Amy.