In this classic 1950s Western, Marshall Will Kane (Gary Cooper) marries Amy (Grace Kelly) and turns in his badge. She is a Quaker, and he has promised her to hang up his gun and become a shopkeeper. But they get word that Frank Miller is coming to town on the noon train. Kane arrested Miller and sent him to jail, and Miller swore he would come back and kill him. Will and Amy leave town quickly. But he knows that wherever they go, Miller will follow them. And he has a duty to the town. Their new marshal does not arrive until the next day. Will seeks help from everyone. but is turned down over and over again. Amy says she will leave on the noon train and the one man who promised to help backs out when he finds out that no one else will join them. The only others who offer to help are a disabled man and a young boy. Will must face Miller and his three henchmen alone. At noon, Frank Miller gets off the train. The four men come into town. Will is able to defeat them, with Amy's unexpected help. As the townsfolk gather, Will throws his badge in the dust, and they ride off.