Will Kane, the sheriff of a small town in New Mexico, learns a notorious outlaw he put in jail has been freed, and will be arriving on the noon train. Knowing the outlaw and his gang are coming to kill him, Kane is determined to stand his ground, so he attempts to gather a posse from among the local townspeople.
Gary Cooper
as Marshal Will Kane
Thomas Mitchell
as Mayor Jonas Henderson
Lloyd Bridges
as Deputy Marshal Harvey Pell
Grace Kelly
as Amy Fowler Kane
Katy Jurado
as Helen RamÃrez
Otto Kruger
as Judge Percy Mettrick
Lon Chaney Jr.
as Martin Howe
Harry Morgan
as Sam Fuller
Ian MacDonald
as Frank Miller
Eve McVeagh
as Mildred Fuller
Morgan Farley
as Dr. Mahin, minister
Harry Shannon
as Cooper