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 Cooperas Marshal Will Kane
Thomas Mitchellas Mayor Jonas Henderson
Lloyd Bridgesas Deputy Marshal Harvey Pell
Katy Juradoas Helen Ramírez
Grace Kellyas Amy Fowler Kane
Otto Krugeras Judge Percy Mettrick
Lon Chaney Jr.as Martin Howe
Harry Morganas Sam Fuller
Ian MacDonaldas Frank Miller
Eve McVeaghas Mildred Fuller
Floyd Crosby