Gary Cooper stars as Will Kane, the marshal serving the frontier town of Hadleyville. It's both his last day on the job and the day of his wedding to Amy Fowler, played by Grace Kelly, and they have plans to move to another town to set up a shop. Unfortunately, the wedding is interrupted by the news that Frank Miller, an outlaw whom Kane brought to justice, has been pardoned and is due to arrive on the noon train. Frank's old gang are waiting for him at the station, and it's clear that he's looking for revenge. Kane is sent away, but since he's still marshal and believes fleeing will delay the inevitable, he opts to stay and confront the past; over the objections of his new wife, who's a devout Quaker and pacifist.
The film takes place in real time, as the clocks tick down towards noon, during which Kane tries to recruit a posse to help him confront Miller's gang. But nobody is willing or able to help him, for every conceivable reason: The judge who sentenced Miller is also fleeing; Kane's own deputy is embittered over Kane not recommending him as the next marshal; some townspeople were Miller's friends, or were bitter that Kane cleaned up the town to begin with; others are afraid that a gunfight would discourage investment in the town; even one person who willingly stands by Kane has second thoughts when he finds out that nobody else has volunteered.
The build-up is great, especially one scene in the church. Kane tries to recruit people from the congregation, and even gets some willing people until someone initiates a debate. By the time the noon train arrives, Kane realises he's fighting alone.
I've read that John Wayne turned down the role because he saw the story as an allegory for the blacklist. Will Kane is going against popular opinion, like many people in the film industry who were dealing with the witch hunts of the Red Scare.
It's not action-packed, and it doesn't need to be. It's all about the build-up.
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