Will Kane Cooper (see below), "Cooper was not producer Stanley Kramer's first choice to play Marshal Will Kane." Nevertheless, Will Kane is "one of Cooper's most famous roles." Lee Majors explained that he accepted the role in the sequel, because "I've always admired Gary Cooper. And I wanted to do a Western again." Ron Hardy, who directed the recent remake, argued that Tom Skerrit was an ideal actor to take over the role in the remake. Hardy explained that like "Cooper, he is Mr. Everyday. People know who Tom Skerritt is. They don't treat him like a superstar. They feel he's approachable."
High Noon a vicious outlaw whom Kane sent to jail, has been released and will arrive on the noon train. Miller's gang—his younger brother Ben (Sheb Wooley), Jack Colby (Lee Van Cleef), and Jim Pierce (Robert J. Wilke)—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 simple—leave town before Miller arrives, but Kane's sense of duty and honor are 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.