Directed by Fred Zinnemann. Written by Carl Foreman, based on a story by John W. Cunningham.

The Song

• Do not forsake me,
• Oh my darlin'
• On this, our weddin' day.
• Do not forsake me,
• Oh my darlin'
• Wait,
• Wait Along.
• The noon day train
• will bring Frank Miller.
• If I'm a man
• I must be brave*
• and I must face that
• deadly killer.
• I do not know
• What fate awaits me
• I only know
• I must be brave
• And I must face a man
• Who hates me
• Or lie a coward,
• a craven coward
• or lie a coward
• in my grave.
• Oh, to be torn 'betwixt love and duty
• S'posin' I lose my fair-haired beauty
• Look at that big hand move along
• Nearin' high noon
• He made a vow while in state prison
• Vowed it would be my life or his'n
• I'm not afraid of death at all, but
• What will I do if you leave me?
• Do not forsake me, oh my darlin'
• You made that promise when we wed.
• Do not forsake me, oh my darlin'
• You made that promise as a bride
• Do not forsake me, oh my darlin'
• Although you're grievin',
• I can't be leavin',
• until I shoot
• Frank Miller dead.
• Wait along ¯, wait along
• Wait along _, wait along
• Wait along, Wait along,
• Wait along.

Helen Ramirez

• [to Harvey] You're a good looking boy, you have big broad shoulders, but he is a man. It takes more than big broad shoulders to make a man, Harvey, and you have a long way to go. You know something? I don't think you will ever make it.

• Kane will be a dead man in half an hour and nobody's gonna do anything about it. And when he dies, this town dies too. I can feel it. I am all alone in the world. I have to make a living. So I'm going someplace else. That's all.

Judge Percy Mettrick

• [to Kane] Have you forgotten that I'm the man who passed sentence on Frank Miller?

• There's no time for a lesson in civics, my boy. In the 5th century B.C., the citizens of Athens, having suffered grievously under a tyrant, managed to depose and banish him. However, when he returned after some years, with an army of mercenaries, those same citizens not only opened the gates to him, but stood by while he executed members of the Legal Government.

• A similar thing happened about eight years ago in a town called Indian Falls. I escaped death only through the intercession of a lady of somewhat dubious reputation - and uh, the cost of a very handsome ring which once belonged to my mother. Unfortunately, I have no more rings.

• [to Kane] Why must you be so stupid? Have you forgotten what he is? Have you forgotten what he's done to people? Have your forgotten that he's crazy? Don't you remember when he sat in that chair and said, 'You'll never hang me. I'll come back. I'll kill you, Will Kane. I swear it, I'll kill you.'

Others

• Harvey: That's funny...Kane and his new wife just took off in a big hurry...Hey, you don't suppose Kane's scared of those three gunnies...I never saw him whip a horse that way.

• Hotel clerk: [to Amy] You're leaving on the noon train...but your husband ain't?...It's mighty interesting. Now, me, I wouldn't leave this town at noon for all the tea in China. No sir, it's going to be quite a sight to see.

• Herb Baker: [to Kane] The way you cleaned this town up, you made it fit for women and kids to live in. Miller and nobody else will ever drag it down again.

• Bartender: I'll give ya odds. Kane's dead five minutes after Frank gets off the train...That's all Frank'll need because I... [Kane punches him]

• Bartender: [to Kane] You must be crazy coming in here to raise a posse. Frank's got friends in this room. You ought to know that.

• Sam Fuller: [to his wife, after hiding from Kane] Well, whaddya want? Do you want me to get killed? Do you want to be a widow, is that what you want?

• Cooper: Before we go rushing out into something that ain't gonna be so pleasant, let's be sure we know what this is all about. What I want to know is this. Ain't it true that Kane ain't no longer Marshal? And ain't it true there's personal trouble between him and Miller?

• Matt Howe: It's a great life. You risk your skin catchin' killers and the juries turn 'em loose so they can come back and shoot at ya again. If you're honest, you're poor your whole life, and in the end you wind up dyin' all alone on some dirty street. For what? For nothin'. For a tin star.

Dialogue

Jonas Henderson: Get out of this town this very minute...Don't stop 'til you get to Clarksburg.

Kane: I think I ought to stay.

Kane: It's no good. I've got to go back, Amy.

Amy: Why?

Kane: This is crazy. I haven't even got any guns.

Amy: Then let's go on. Hurry.

Kane: No, that's what I've been thinkin'. They're making me run. I've never run from anybody before.

Amy: I don't understand any of this.

Kane: Well, I haven't got time to tell ya.

Amy: Then don't go back, Will.

Kane: I've got to. That's the whole thing.

Barber: How many coffins we got?

Fred: Two.

Barber: We're gonna need at least two more, no matter how you figure. You'd better get busy, Fred.

Kane: I sent a man up five years ago for murder. He was supposed to hang. But up North, they commuted it to life and now he's free. I don't know how. Anyway, it looks like he's coming back.

Amy: I still don't understand.

Kane: He was always wild and kind of crazy. He'll probably make trouble.

Amy: But that's no concern of yours, not anymore.

Kane: I'm the one who sent him up.

Amy: Well, that was part of your job. That's finished now. They've got a new marshal.

Kane: He won't be here until tomorrow. Seems to me I've got to stay. Anyway, I'm the same man with or without this. [He pins his badge on his vest]

Amy: Oh, that isn't so.

Kane: I expect he'll come lookin' for me. Three of his old bunch are waiting at the depot.

Amy: That's exactly why we ought to go.

Kane: They'll just come after us, four of 'em, and we'd be all alone on the prairie.

Amy: We've got an hour.

Kane: What's an hour?...What's a hundred miles? We'd never be able to keep that store, Amy. They'd come after us and we'd have to run again, as long as we live.

Amy: No we wouldn't, not if they didn't know where to find us. Oh Will! Will, I'm begging you, please let's go.

Kane: I can't.

Amy: Don't try to be a hero. You don't have to be a hero, not for me.

Kane: I'm not trying to be a hero. If you think I like this, you're crazy.

Kane: Look Amy, this is my town. I've got friends here. I'll swear in a bunch of special deputies and with a posse behind me, maybe there won't even be any trouble.

Amy: You know there'll be trouble.

Kane: Then, it's better to have it here. I'm sorry, honey, I know how you feel about it.

Amy: Do you?

Kane: Of course I do. I know it's against your religion and all. Sure I know how you feel.

Amy: But you're doing it just the same. Oh Will, we were married just a few minutes ago. We've got our whole lives ahead of us. Doesn't that mean anything to you?

Kane: You know I've only got an hour and I've got lots to do. Stay at the hotel until it's over.

Amy: No, I won't be here when it's over. You're asking me to wait an hour to find out if I'm going to be a wife or a widow. I say it's too long to wait. I won't do it...I mean it. If you won't go with me now, I'll be on that train when it leaves here.

Kane: I've got to stay.

Kane: You're a judge!

Mettrick: I've been a judge many times in many towns. I hope to live to be a judge again.

Mettrick: This is just a dirty little village in the middle of nowhere. Nothing that happens here is really important. Now get out.

Kane: There isn't time.

Harvey: If you'd gone with a new Marshal not due here 'til tomorrow, I'd be in charge around here, right?...If I'm good enough to hold down a job when there's trouble, how come the city fathers didn't trust me with it permanently?

Kane: I don't know.

Harvey: Don't ya?

Kane: No.

Harvey: That's funny. I figured you carried a lot of weight.

Kane: Maybe they didn't ask me. Maybe they figured you were too young.

Harvey: Do you think I'm too young too?

Kane: You sure act like it sometimes. Come on.

Harvey: It's very simple, Will. All you've got to do is tell the old boys when they come that I'm the new marshal. And tomorrow, they can tell the other fella they're sorry but the job's filled.

Kane: You really mean it, don't ya?

Harvey: Sure.

Kane: Well, I can't do it.

Harvey: Why not?

Kane: If you don't know, it's no use me tellin' ya.

Harvey: You mean you won't do it.

Kane: Have it your way.

Harvey: All right. The truth is, you probably talked against me from the start. You've been sore about me and Helen Ramirez right along, ain't ya?

Kane: You and Helen Ramirez? It so happens I didn't know, and it doesn't mean anything to me one way or the other. You ought to know that.

Harvey: Yeah, you've been washed up for more than a year. You go out and get yourself married, only you can't stand anybody takin' your place there, can ya, especially me?

Harvey: Why should he have gone for it? He needs me. He'll need me plenty when Frank Miller gets here...He should've had me made Marshal to begin with. He's just sore is all, sore about you and me.

[Helen kicks him out for talking about their relationship]

Harvey: Who did the walking out anyway, you or him?...You're gonna talk different when Frank Miller gets here. You might want somebody around you then when you try to explain to him about Kane.

Helen: I can take care of myself.

Harvey: Sure, only from what I've heard you might not be so pretty when he gets through with ya. I won't be back.

Helen: Good.

Kane: Amy, you've changed your mind.

Amy: I thought you had changed yours. No, Will, I have my ticket.

Helen: What are you looking at? You think I have changed? Well, what do you want? Do you want me to help you? Do you want me to ask Frank to let you go? Do you want me to beg for you? Well, I would not do it. I would not lift a finger for you.

Kane: I came to tell ya he was comin'. I should have figured you'd know about it.

Helen: I know about it.

Kane: I think you ought to get out of town. I might not be able to, well...anything can happen.

Helen: I'm not afraid of him.

Kane: I know you're not, but you, you know how he is.

Helen: I know how he is. Maybe he doesn't know.

Kane: He's probably got letters.

Helen: Probably. Nothing in life is free. I'm getting out. I'm packing.

Kane: That's good.

Helen: Un año sin verte. ("One year without seeing you.")

Kane: Si, lo sé. ("Yes, I know it.")

Kane: Goodbye, Helen.

Helen: Kane, if you're smart, you will get out too.

Kane: I can't.

Helen: I know.

Amy: Who is Miss Ramirez?

Hotel clerk: Mrs. Ramirez used to be a friend of your husband's a while back. Before that, she was a friend of Frank Miller's.

Amy: You don't like my husband, do you?

Hotel clerk: One thing - this place was always busy when Frank Miller was around. I'm not the only one. There's plenty people around here think he's got a come-uppance coming. You asked me, ma'am, so I'm telling you.

Coy: Yes, we all know who Miller is, but we put him away once. And who saved him from hanging? The politicians up North. I say this is their mess. Let them take care of it.

Sawyer: We've been payin' good money right along for a marshal and deputies. Now the first time there's any trouble, we're supposed to take care of it ourselves. Well, what have we been payin' for all this time? I say we're not peace officers. This ain't our job!

Townsman: I've been sayin' right along, we ought to have more deputies. If we did, we wouldn't be facin' this thing now.

Ezra: I can't believe I've heard some of the things that have been said here. You all ought to be ashamed of yourselves. Sure, we paid this man and he was the best marshal this town ever had. It ain't his trouble, it's ours. I tell ya, if we don't do what's right, we're gonna have plenty more trouble. So there ain't but one thing to do now, and you all know what that is.

Trumbull: This whole thing's been handled wrong. Here's those three killers walking the streets bold as brass. Why didn't you arrest 'em, Marshal? Why didn't you put 'em in jail where they ought to be? Then we'd only have Miller to worry about instead of the four of 'em.

Kane: I haven't anything to arrest them for, Mr. Trumbull. They haven't done anything. There's no law against them sittin' on a bench at the depot.

Townswoman: What's the matter with you people? Don't you remember when a decent woman couldn't walk down the street in broad daylight? Don't you remember when this wasn't a fit place to bring up a child? How can you sit here and talk and talk and talk like this?

Dr. Mahin: When times getting short, the commandments say, 'Thou shalt not kill,' but we hire men to go out and do it for us. The right and the wrong seem pretty clear here. But if you're asking me to tell my people to go out and kill and maybe get themselves killed, I'm sorry. I don't know what to say. I'm sorry.

Mayor Henderson: What this town owes Will Kane here it can never pay with money - and don't ever forget it. He's the best marshal we ever had, maybe the best marshal we'll ever have. So if Miller comes back here today, it's our problem, not his. It's our problem because this is our town. We made it with our own hands out of nothing. And if we want to keep it decent, keep it growing, we've got to think mighty clear here today. And we've gotta have the courage to do what we think is right no matter how hard it is. There's gonna be fighting when Kane and Miller meet and somebody's gonna get hurt, that's for sure. Now, people up North are thinking about this town - thinking mighty hard, thinking about sending money down here to put up stores and to build factories. It'll mean a lot to this town, an awful lot. But if they're gonna read about shooting and killing in the streets, what are they gonna think then? I'll tell ya. They're gonna think this is just another wide-open town and everything we worked for will be wiped out. In one day, this town will be set back five years. And I don't think we can let that happen. He [Kane] didn't have to come back here today. But for his sake and the sake of this town, I wish he hadn't. Because if he's not here when Miller comes, my hunch is there won't be any trouble, not one bit. Tomorrow, we'll have a new Marshal and if we can all agree here to offer him our services, I think we can handle anything that comes along. And to me, that makes sense. To me, that's the only way out of this. Will, I think you'd better go while there's still time. It's better for you and it's better for us.

Kane: Thanks. [walks out]

Kane: Listen, the judge has left town, Harvey's quit, and I'm havin' trouble gettin' deputies.

Howe: It figures. It's all happened too sudden. People gotta talk themselves into law and order before they do anything about it. Maybe because down deep they don't care. They just don't care.

Kane: What should I do?

Howe: Get out, Will, get out...You know how I feel about you, but I ain't goin' with ya. Seems like a man with busted knuckles didn't need arthritis too, don't it? Naw, I couldn't do nothin' for ya. You'd be worried about me. You'd get yourself killed worryin' about me. It's too one-sided like it is...It's all for nothin', Will, it's all for nothin'.

Amy: That man downstairs, the clerk, he said things about you and Will. I've been trying to understand why he wouldn't go with me, and now all I can think of is that it's got to be because of you...Let him go, he still has a chance. Let him go.

Helen: He isn't staying for me. I haven't spoken to him for a year - until today. I am leaving on the same train you are...What kind of woman are you? How can you leave him like this? Does the sound of guns frighten you that much?

Amy: I've heard guns. My father and my brother were killed by guns. They were on the right side but that didn't help them any when the shooting started. My brother was nineteen. I watched him die. That's when I became a Quaker. I don't care who's right or who's wrong. There's got to be some better way for people to live. Will knows how I feel about it.

Helen: I hate this town. I always hated it - to be a Mexican woman in a town like this.

Amy: I understand.

Helen: You do? That's good. I don't understand you. No matter what you say. If Kane was my man, I'd never leave him like this. I'd get a gun. I'd fight.

Amy: Why don't you?

Helen: He is not my man. He's yours.

Harvey: Ya scared?

Kane: I guess so.

Harvey: Sure, it stands to reason. [Harvey saddles a horse]

Kane: Seems like all everybody and his brother wants is to get me out of town.

Harvey: Nobody wants to see you get killed. [Kane turns to leave] Hold it, where are you going?

Kane: I don't know. Back to the office, I guess.

Harvey: Oh no. You're gettin' on that horse and you're gettin' out. [He grabs Kane] What's the matter with you? You were ready to do it yourself. You said so.

Kane: Look, Harv. I thought about it because I was tired. You think about a lot of things when you're tired. But I can't do it.

Harvey: Why?

Kane: I don't know.

Harvey: Get on that horse, Will!

Kane: Why is it so important to you? You don't care if I live or die.

Harvey: Come on.

Kane: Don't shove me, Harv, I'm tired of being shoved.

Herb: Time's gettin' pretty short.

Kane: It sure is.

Herb: When are the other boys gonna get here? We gotta make plans.

Kane: The other boys? There aren't any other boys, Herb. It's just you and me.

Herb: [nervously smiles and chuckles] You're jokin'.

Kane: No, I couldn't get anybody.

Herb: I don't believe it. This town ain't that low.

Kane: I couldn't get anybody.

Herb: Then it's just you and me.

Kane: I guess so.

Herb: You and me against Miller and all the rest of them?

Kane: That's right. Do you want out, Herb?

Herb: Well, it isn't that I want out, no. You see. Look, I'll tell ya the truth. I didn't figure on anything like this, Will.

Kane: Neither did I.

Herb: I volunteered. You know I did. You didn't have to come to me. I was ready. Sure, I'm ready now - but this is different, Will. This ain't like what you said it was gonna be. This is just plain committing suicide and for what? Why me? I'm no lawman. I just live here. I got nothin' personal against nobody. I got no stake in this.

Kane: I guess not.

Herb: There's a limit how much you can ask a man. I got a wife and kids. What about my kids?

Kane: Go on home to your kids, Herb.

Miller: [holding Amy hostage] All right, Kane. Come on out. Come out or your friend here will get it the way Pierce did.

Kane: I'll come out. Let her go.

Miller: Soon as you walk through that door! Come on...I'll hold my fire...

Taglines

• The story of a man who was too proud to run.

• When these hands point straight up...the excitement starts!

• Simple. Powerful. Unforgettable.

Cast

• Gary Cooper - Marshal Will Kane
• Thomas Mitchell - Mayor Jonas Henderson
• Lloyd Bridges - Deputy Marshal Harvey Pell
• Katy Jurado - Helen Ramírez
• Grace Kelly - Amy Fowler Kane
• Otto Kruger - Judge Percy Mettrick
• Lon Chaney Jr. - Martin Howe
• Harry Morgan - Sam Fuller
• Ian MacDonald - Frank Miller
• Eve McVeagh - Mildred Fuller
• Morgan Farley - Dr. Mahin, minister
• Harry Shannon - Cooper
• Lee Van Cleef - Jack Colby
• Robert J. Wilke - Jim Pierce
• Sheb Wooley - Ben Miller