Frank Miller (Ian MacDonald) is coming back to Hadleyville, New Mexico. The last time he was there he was arrested by the town marshal and sentenced to death by hanging. He was lucky enough to escape the hanging due to a legal technicality, but now he is coming back looking to settle the scores with anyone who contributed to his fall from grace, especially the marshal. Will Kane (Gary Cooper) has just given up his post as the Hadleyville marshal since he has a Quaker wife (Grace Kelly) who looks down on guns and other weapons. He plans for the two of them to move somewhere else and open a store. His plans are hastened when he hears of Frank Miller’s release and his oncoming return. Even though all the townsfolk advise him to leave, he chooses to stay, in fear that Miler and his gang might torment the whole town. He tries to find volunteers to help him deal with the arriving criminals, but ultimately realizes that he must face them alone. All the while his wife threatens to leave on the noon train – with or without him. The outlaws finally arrive, and seeing they are four against just one, they expect an easy resolution. Kane manages to take out two of them before he is wounded. His wife comes to the rescue and shoots the last of Miller’s henchmen from behind, throwing away her religious beliefs in favor of her husband’s life. Miller manages to take her hostage, but Kane, with the help of his wife, gets a clear shot and takes him out. They leave town after Kane throws his Marshal’s badge into the dirt, disgusted by the townsfolk cowardice.