In Hadleyville, a small town in New Mexico Territory, Marshal Will Kane (Cooper), newly married to Amy Fowler (Grace Kelly), 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 (Ian MacDonald (actor)), 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 (Sheb Wooley), Jack Colby (Lee Van Cleef), and Jim Pierce (Robert J. Wilke)—await his arrival at the train station; it is clear that Miller intends to exact revenge.
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