Upon giving up his office immediately after the wedding, he must take on a gang of outlaws led by Frank Miller, a man he personally arrested and sent to the gallows, but was instead paroled by a corrupt administration. The entire town deserts him.

The movie was written by John W. Cunningham (story) and Carl Foreman, based on a pulp short story, The Tin Star. It was directed by Fred Zinnemann, a controversial choice, since the producers were uncertain that an Austrian Jew would be able to direct the quintessential American genre: the Western. Zinnemann himself was highly influenced by the books of Karl May that he had read as a child. Writer Carl Foreman was also the producer of the film, but he was uncredited because he was blacklisted by the MPAA.

High Noon is a generally praised but somewhat controversial western in which a lawman in a western town feels obliged to face down a bunch of bad men coming into town. Cooper's character is betrayed by all the "good" men in town who won't take up arms for a good cause. It is often an interpreted as an allegory of the contemporary failure of intellectuals to combat the rise of McCarthyism.

There was some controversy over the casting of Gary Cooper in the lead role. Although he had already won an Oscar for his performance in Sergeant York, he was considered too old for the part, and was, in fact, thirty years older than Grace Kelly, who plays his wife.

In the film she is a young woman who wants her husband to leave town and has a religious aversion to violence of any kind. Still, she stays with him when he fights — and even kills one of her husband's assailants herself.

One of the interesting techniques used in filming High Noon was to have the sequence of events occur in "real time." When a clock is shown in a scene, an event the audience expects to occur at another given time will occur that number of minutes later in the movie.

Another effective technique is the crane shot, just before the final gunfight. The shot backs up and raises, and we see Will totally alone and isolated on the street. The entire town has deserted him.

The director intended to capture the atmosphere of old Civil War photographs, with an austere gray sky as a backdrop. (This effect results from the fact that early film emulsions were most sensitive to blue (and uv) light; Zinneman's attempts to reproduce this effect in the film were one of the reasons he strongly opposed its proposed colorization). Despite the constraints of a limited budget ($750,000) and only 32 days to film, he was able to obtain this even though most of the film was shot on a Hollywood lot by taking advantage of the smog in Los Angeles to darken the sky.