In Hadleyville, a small town in New Mexico Territory, Marshal Will Kane (Cooper), newly married to Amy Fowler (Grace Kelly), is preparing to retire. The happy couple is departing for a new life, raising a family and running a store in another town; but word arrives that Frank Miller (Ian MacDonald), a vicious outlaw who Kane sent to jail, has been released, and is arriving on the noon train. Miller's gangâhis younger brother Ben (Sheb Wooley), Jack Colby (Lee Van Cleef), and Jim Pierce (Robert J. Wilke)âawait his arrival at the train station; it is clear that Miller intends to exact revenge.For Amy, a devout Quaker and pacifist, the solution is simpleâleave town before Miller arrives; but Kane's sense of duty and honor is strong. "They're making me run," he tells her. "I've never run from anybody before." Besides, he says, Miller and his gang will hunt him down anyway. Amy gives Kane an ultimatum: She is leaving on the noon train, with or without him. While waiting at the hotel for the train, she meets Helen RamÃ­rez (Katy Jurado), who was once Miller's lover, and then Kane's, and is leaving as well. Amy understands why Helen is fleeing, but the reverse is not true: Helen tells Amy that if Kane were her man, she would not abandon him in his hour of need.Kane's efforts to round up a posse at the tavern and the church are met with fear and hostility. Many townspeople believe that Kane's departure would defuse the situation; a gunfight in the streets would be bad for the town's reputation. Others are Miller's friends, and resent that Kane cleaned up the town in the first place.Kane's young deputy Harvey Pell (Lloyd Bridges), who is bitter that Kane didn't recommend him as his successor, says he will stand with Kane only if Kane goes to the city fathers and "puts the word in" for him. Kane rejects the quid pro quo, and Pell turns in his badge. Kane's old friends and allies cannot help him either: His predecessor, Marshal Howe (Lon Chaney Jr.) is old and arthritic; Judge Percy Mettrick (Otto Kruger), who sentenced Miller, flees on horseback, and urges Kane to do the same; the one-eyed town drunk (Jack Elam) offers his services, but Kane turns him down; townsman Herb Baker (James Millican) agrees to be deputized, but backs out when he realizes he is the only volunteer; Sam Fuller (Harry Morgan) hides in his house, sending his wife to the door to tell Kane he isn't home.Kane writes out his will as the clock in his office ticks toward high noon. At the stables, Pell saddles a horse and tries to persuade Kane to mount it and leave town. Their conversation becomes an argument, and then a fist fight. Kane finally knocks his former deputy senseless, then goes into the street to face Miller and his gang. In one of the most iconic shots in film history, the camera rises and widens to show Kane standing alone on a deserted street in a deserted town.The outlaws approach and the gunfight begins. Kane guns down Ben Miller and Colby, but is wounded in the process. As the train leaves the station, Amy hears the gunfire, leaps off, and runs back to town. Choosing her husband's life over her religious beliefs, she picks up Ben Miller's gun and shoots Pierce from behind, leaving only Frank Miller, who grabs Amy as a shield to force Kane into the open. Amy claws Miller's face and he pushes her to the ground, giving Kane a clear shot, and he shoots Miller dead.Kane helps his bride to her feet and they embrace. As the townspeople emerge, Kane glares at them with contempt, throws his marshal's star in the dirt, and departs with Amy on their wagon.
Output: Question: Who does Kane depart with?, Answer: Amy