Kane's young deputy/friend Harvey Pell, who had assumed that Will "carried a lot of weight," is bitter that Kane didn't support him as his successor before the city fathers, passing over him as a replacement in favor of an unknown marshal from another town. Furthermore, an aggrieved Harvey accuses Will of speaking against him because he was possibly immature and "too young," or because his current girlfriend Helen was Will's old flame/mistress. [Helen Ramirez is the structural link-pin, through her romantic affairs, between all three male leads - young Harvey, hero Will, and villain Frank Miller.] Will denies only the second charge:

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?

It is now 11:02, according to the clock in Will's office. Kane wants Harvey to support and help him ("to stick") but not based on Harvey's manipulative offer ("you put the word in for me like I said"). When the elder marshal refuses to insure the young deputy's appointment as successor, the weak-hearted, self-interested Harvey betrays Will. He quits - and removes his badge and holster.

Upon his return to a dark-haired and mature Helen, she reinforces her lack of faith in him and laughingly urges the sulking, cigar-smoking Harvey to "grow up." The aggravated, pompous, power-jealous ex-deputy grouses and swaggers about the room: "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 Harvey out, angered that he talked to Kane about the Marshal's past relationship with her [in the past, Helen had left Miller for Kane]:

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.

The clock on their mantle registers 11:05 am. Fearing the arrival of Frank Miller, Helen resourcefully decides to negotiate with Ed Weaver to sell her business ("get out"). Amy has returned to town - seen from a high-angle shot, she enters the hotel lobby and politely asks to wait there for the noon train. Outside, children on the dirty Main Street chase each other and play shoot-'em-up. The venal hotel clerk (Howland Chamberlin) is eager for bloodshed:

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.

Sam summons Weaver (Cliff Clark) from the choir (singing the "Battle Hymn of the Republic") in the town's church service. The clock in the Marshal's office reads 11:07 am. One of the loyal townsfolk, Herb Baker (James Millican) volunteers to aid the beleagured Kane, feeling indebted to him for cleaning up the frontier: "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." But he is disturbed that time is running out and no-one else has come forth to defend the town's institutional figure of law and order.

In a secretive meeting, Helen (with revealing cleavage) offers to have her covert front ("silent partner") Weaver buy out her business for a "fair" price of two thousand dollars: "I want to sell the store. You want to buy me out?" Since Weaver can raise only half the amount, he is allowed to pay the remaining balance in six months, and the deal is settled.

On his way into the hotel to speak to Helen Ramirez, Kane recognizes Amy's buggy parked in front. Thinking she has re-evaluated her departure, he is grateful to see his bride: "Amy, you've changed your mind." However, she also wonders whether he has changed his mind: "I thought you had changed yours. No, Will, I have my ticket." As he ascends the stairs, the hotel clerk sarcastically questions, within Amy's hearing: "Think you can find it all right?"

Upstairs, Kane speaks in a straight-forward manner to his former mistress (from one year earlier) to warn her that Miller is coming. As she packs, she advises him to get out as well - with her still-burning passion for him, although she empathically 'knows' and accepts his decision to remain:

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: [They exchange a few words of Spanish.] 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 (with understanding): I know.

He passes the hotel clerk on the stairs who is adjusting the clock from 11:10 to 11:15 am. His wife turns away as he passes. When Amy inquires of the hotel clerk about "Miss Ramirez," she learns that "Mrs." Ramirez "used to be a friend of your husband's a while back. Before that, she was a friend of Frank Miller's." When Amy adds: "You don't like my husband, do you?", the clerk delivers his honest, truthful assessment of the Marshal and how business was better when Miller was around:

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.

As the trio, likened to a pack of wolves, continues to wait at the depot, Colby has a harmonica up to his mouth - on the soundtrack is heard the familiar, recurring theme song. It is 11:10 am when Harvey enters the male-only Ramirez Saloon to drink whiskey at the bar and sit alone at a table after turning in his "tin star." (Two Navajo Indians loiter outside the saloon, helping to identify the locale of the film as New Mexico.) Ben Miller rides to town for a drink and is warmly greeted by the saloon bartender (Lucien Prival): "It'll be a hot time in the old town tonight, eh Ben?"

It's 11:18 am when Kane returns to his Marshal's office to get a deputy's badge. As he leaves his office, the camera tracks backwards as his imposing figure strides over to the Ramirez Saloon - he bumps into Ben Miller on the way out. The saloon keeper is already setting odds on the outcome of the showdown - loudly predicting Kane's quick death: "I'll give ya odds. Kane's dead five minutes after Frank gets off the train...That's all Frank'll need because I..." Losing his temper, Kane approaches from behind and slugs the greasy-haired bartender in the jaw. After apologizing as a gentleman, he appeals for special deputies ("I'll take all I can get") from the patrons of one of the town's institutions, but receives no takers. The bartender mocks him: "You must be crazy coming in here to raise a posse. Frank's got friends in this room. You ought to know that."

Kane is reminded that "things were different" when he arrested Miller years earlier: "You had six steady deputies to start off with, every one a top gun. You ain't got but two now." And another cowardly dissenter remarks, at 11:20 am: "You're askin' an awful lot, Kane, considering the kind of man Frank Miller is." The Marshal surveys the faces of the unresponsive, hostile men in the saloon with prejudices and jealousies. He is mercilessly mocked and laughed at as he departs.

At a private citizen's home, the Fullers - Kane's good friends, they refuse to get involved. [A clock in their hallway reads 11:25 am.] Kane is lied to by Mildred Fuller, the ashamed wife of her fearful husband Sam, who hides and pretends he is not at home, while sending his wife to the door. Later after the marshal walks away, Fuller excuses his deceitful cowardice: "Well, whaddya want? Do you want me to get killed? Do you want to be a widow, is that what you want?"

Kane gracefully refuses the volunteered services of an elderly, one-eyed drunk Jimmy (William Newell), judging him as more of a liability than an asset: "I'll call ya if I need ya."

In the meantime back at the hotel, Harvey confronts Helen who is preparing to leave due to her fear of Miller. He boasts about how he could take on Miller any time and defend her. He fears she is "cuttin' out with Kane," causing Helen to compare his youthful, emotional immaturity to Kane's grown-up, moral courage:

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.

Grabbing her, he insists she isn't going anywhere and it's "gonna be just like it was before." Helen explains her reasons to desert the doomed marshal - economic survival: "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."

Kane is determined to gather support from another one of the town's institutions - the church. He interrupts the Sunday service as the minister (Morgan Farley) reads scripture from the Book of Malachi, Chapter 4: "For behold, the day cometh that shall burn as an oven, and all the proud, yea, and all that do wickedness shall be..." The marshal is desperate for help - to find volunteers to be appointed as special deputies. He is curtly reminded that he didn't "see fit" to be married in that church: "What could be so important to bring you here now?" Kane simply replies: "I need help." He admits that he isn't "a church-going man," and that he wasn't married there - because his wife is a Quaker. "But I came here for help, because there are people here."

He appeals to the church-going Christians about his dilemma: "It looks like Frank Miller's comin' back on the noon train. I need all the special deputies I can get." [This scene was spoofed in Mel Brooks' Blazing Saddles (1974).] A number of men impulsively step forward to volunteer, but are interrupted by Cooper (Harry Shannon), one of the members:

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?

Jonas Henderson clears the church of the children so they won't have to witness the bickering church members voice their "difference(s) of opinion."

A quick cut to the train station displays the train tracks stretching far out to the distant horizon - the camera is placed directly between the rails, awaiting the noon train.

Back in the church, Coy (Harry Harvey) blames the Northern politicians for their small-town problems: "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." Another complacent church-goer named Sawyer (Tim Graham) reveals his lack of support: "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!" Another man: "I've been sayin' right along, we ought to have more deputies. If we did, we wouldn't be facin' this thing now." And finally, an astonished Ezra (Tom Greenway) stands and admonishes the church gathering of self-serving, cowardly individuals:

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.

Jimmy Trumbull (John Doucette) angrily denounces the Marshal: "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 responds to the challenge: "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." One of the exasperated female parishoners stands and berates the pious, hypocritical citizens for not bolstering support for civilization - symbolized by decent women and children who will become the future generation:

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?

When "times getting short," the non-activist minister turns to the Bible for guidance: "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."

Jonas Henderson sums up the debate by first complimenting Kane:

What this town owes Will Kane here it can never repay 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.

While he believes Miller is the town's concern and problem, a violent shoot-out would also create a bad image for Hadleyville up North, especially for financial growth and investment support from Northern business interests:

All right. 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.

And so, because of the necessity of the town's commercial self-interests and the preservation of public relations, respectable businessman Henderson advises Kane ("a mighty brave man, a good man") to flee town for the good of the local economy:

Mind you, you all know how I feel about this man. He's a mighty brave man, a good man. He didn't have to come back here today. And 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.