Marshall Will Kane (Cooper) is due to retire from his duties as the sheriff of Hadleyville when word reaches him that Frank Miller (Ian MacDonald), a vengeful outlaw who Kane once sent to prison, is due to arrive on the noon train. Kane’s new bride Amy (Kelly) insists that he must leave immediately but Kane is too proud and refuses to be viewed as a coward.
As the clock ticks closer to the appointed hour and Miller’s men wait for him at the station Kane finds himself facing the feared outlaws on his own as the rest of the town abandon him to ensure their own safety.