Cooper is retiring as the sheriff of a small town, to run a store in a distant town with young bride Grace Kelly (in her first significant role). He is about to leave town when a telegram arrives: four ex-convict gunmen are coming to town at Noon to kill him, since he was the man who sent them 'up the river.'

Cooper is unable to get anyone to stand with him against the gunmen. His friends tell him to leave town, his enemies simply want him dead. Cooper must face the gunmen alone.

Will Kane's character keeps him from getting help. He turns down help from several people who are too young or too incompetent to face the gunmen. He refuses to strike a deal with immature deputy Lloyd Bridges, because it would not be the right thing to do. He asks, but does not demand or cajole, others to stand with him. His new bride threatens to leave him if he stays, but Kane won't turn from duty. During the climatic gun battle, he takes the time to free horses from a burning barn, and he steps in front of a gun to prevent his wife from being taken hostage. All of this for an undeserving, ungrateful town.

This example of exemplary character reminds me of "A Man For All Seasons", which had Sir Thomas More refusing to sanction the divorce of King Henry VIII. Kane, and More, value their integrity more than their lives, even more than their family's welfare. They will do what they feel is right, despite friends and family telling them to do otherwise. But while More fought his lost cause with words, Kane is not a man of words. He spends much of the film in stunned silence, disbelieving that no one will stand by him. Without complex arguments to support himself, Kane is even more alone than More was. Both films were directed by Fred Zinnemann.

The film's tension is ever present and increasing. There are frequent shots of various clocks, with the hands approaching Noon. Like "Rope", the movie was filmed in real-time. There is only one comic relief from the tension: when the children are herded from the church, they shout in delight at their unexpected freedom.

"High Noon" has only three obvious flaws. The theme, sung by Tex Ritter in a baleful drone, is reprised again and again. (It did win the Oscar for Best Song). There is also a fight scene between Cooper and Bridges that doesn't quite fit. The four gunmen are interchangeable bad guy stereotypes, but admittedly their characters are not important to the story.

Cooper won Best Actor, and Katy Jurado won Best Supporting Actress. Her character somehow manages to be the former girlfriend of Cooper, Bridges and Ian MacDonald, who plays the lead bad guy. Zinnemann was nominated for Best Director, and the film was nominated for Best Picture and for the script.