Two fighter pilots, Phil Clark and Jay Rivers, who flew together in Vietnam are assigned to the elite Air Force Fighter Weapons School (known as "Red Flag") at Nellis AFB, Nevada, about a decade after the war. Brash, self-confident Clark is an instructor, while quieter, family man Rivers is the student. At first, the two men resume their friendship. But as the student starts to show the master a thing or two, tensions develop. Can their relationship survive the stresses of one of the military's top schools?

High Noon tells the story of a lawman named Will Kane (Skerritt) who has just married a young bride, Amy (Thompson), promising to leave his dangerous career and settle down for a quiet life. Just as they are about to leave, word comes that a vicious killer Kane had sent to prison years earlier, is coming to town on the noon train seeking vengeance. Kane attempts to rally the town to fight the gunman, but not even his former deputy Harvey (Diamond) is willing to help. Harvey's cowardice infuriates his girlfriend, Helen (Alonso), whose romantic past with both Kane and with the arriving gunman convinces her to pack up and leave town. As the dreaded noon hour approaches, Kane realizes he must stand alone against the coming storm.