Kane leaves the church empty-handed after a quickly-spoken "Thanks." Outside the church, groups of children dismissed from the church struggle together in a tug-of-war [symbolic of the tensions within the elders of the community] and fall to the ground. The train tracks stretching to the horizon are viewed once again.

As the forsaken Kane - with his options dwindling fast - strides through the town on another round [many of these repetitive scenes are shot from a low-angle], he encounters young boys enacting a shoot-out. During the play-acting, one youngster shouts out: "Bang, bang, you're dead, Kane."

The weary Marshal goes to see the aging, discarded, arthritic ex-marshal Matt Howe, who lives with an Indian woman in a house surrounded by a white picket fence. The embittered Howe gives his cynical opinion about his past profession as a life-long 'tin-star' lawman:

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.

Kane summarizes his plight to his mentor - none of the townspeople he has protected over the years will assist him in the showdown: "Listen, the judge has left town, Harvey's quit, and I'm havin' trouble gettin' deputy(ies)." The stalwart, stoic Kane begins to understand that he will be left alone. Howe responds realistically about the apathetic townspeople, each with excuses:

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.

Although Kane has a high sense of morality, he is easily tempted to leave town. He asks for advice from his retired mentor on what he should do. Howe responds with two additional excuses: his physically-disabling affliction of crippled, arthritic hands, and his own moral weakness. He ends by suggesting that Kane leave to avoid certain, suicidal death:

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'.

A decorative clock face, reading seventeen minutes until noon, functions as a transition between the previous scene and the following scene. Amy, still wearing her virginal white wedding outfit, introduces herself as "Mrs. Kane" to the dark-clothed "Mrs. Ramirez" in her upstairs hotel room. She pleads to learn the truth about the relationship between this 'other woman' and her new husband:

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 explains that she cannot help, that her relationship with Kane has long since ended, and that she is leaving on the same noon train: "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." Still harboring feelings for Kane, however, Helen advises Amy to stand by her man:

What kind of woman are you? How can you leave him like this? Does the sound of guns frighten you that much?

Amy, a converted Quaker, replies that she has seen enough violence in her life - both her father and brother were shot to death:

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.

Kane's young wife cannot understand her husband's code of honor. Nevertheless, a bit later (after the fistfight between Harvey and Kane), Helen sternly counsels that Amy should support her desolate husband under all circumstances:

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.

In the bar, Harvey drinks to bolster his courage, but is brought low with a taunt from the bartender when called a "boy with the tin star." Soon after - in the town's livery stable (Todds), Harvey also encourages Kane to surrender his civic duty and save his life. He insists that sweaty-faced Kane saddle a horse and ride away to avoid a showdown, but Kane - after a moment's thought - can't back away:

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.

Harvey forces him into a realistic, rousing fistfight, and Kane is bruised but eventually overpowers Harvey and knocks him out.

In the town's barber shop - at eight minutes until noon, Kane's face is cleaned up, as he hears hammering from nearby. In front of a sign reading "COMPLETE FUNERAL SERVICE" at six minutes until noon, Kane tells the barber that he fully expects to have need for the coffin that Fred is constructing out back: "You can tell your man he can go back to work now." A number of repetitive, low-angle shots of the empty train tracks stretching statically and receding out into the distance have been interspersed between scenes - the shot is again repeated here. At almost five minutes to twelve, Kane returns to his office where townsman Herb Baker has been waiting after volunteering to help. When told that there aren't any "other boys," Herb pleads that he must back out:

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.

In one of the film's most emotional, affecting moments, Kane lowers his face to the office desk where he sits, slumps down and appears to cry momentarily while clenching his fist, but he is interrupted by another volunteer, a young 14 year-old teenaged boy who claims that he's sixteen. Kane refuses assistance: "You're a kid, you're a baby."

He prepares for the inevitable gunfight by loading his gun with bullets, at four minutes to twelve. The grungy, mean outlaws at the train depot are also checking their weapons.

In a powerful, memorable montage of images (beautifully edited with each individual shot lasting four swings of the pendulum), tension, fear, and frustration register on Kane's anguished face. The haggard marshal sits down to write his last will and testament in his office - the sound of the clock ticks faintly in the background - it is now two minutes until twelve. The giant pendulum of the clock, in a close-up, swings back and forth. The solemn silence, simultaneously witnessed at the train depot, in the church pews, at the bar, around town, in the Fuller and Howe house, and in the hotel (often with closeups of distressed, anxious faces) - and a single zoom shot toward an empty witness chair (where Miller had threatened to seek revenge) - is punctuated by the noon train's whistle heard from afar.

[Note: The actual running time of the film is now at approximately 72 minutes, with twelve or thirteen minutes of the film remaining. However, over 85 minutes of clock time have elapsed in the film. Also, a few minutes of action have not been accounted for during the film's early credits scene.]

Kane has decided that the showdown is a challenge he has chosen to meet even if it means his own death. He places his will in a sealed envelope, writing on the outside: "To be opened in the event of my death." As the faraway train approaches on the rails toward the camera, the white billowing smoke from its stack turns to thick black smoke.

His final, humane gesture before meeting his destiny on the street with the desperadoes is to release Charlie (Jack Elam), the town's drunk, from the office's single jail cell. Out front, Kane's eyes pan across the empty street. His gaze follows the progress of Helen and Amy (who drives) who share a buckboard ride to the train depot. They ride silently past him as he stands alone in the street. The camera takes their perspective as the shot tracks back from his solitary figure.

At the station as she boards the train, Helen notices the arrival of Frank Miller - first viewed from behind to build curiosity and increase tension and suspense, and then seen with a close-up of his acne-scarred face. The gunmen begin their confrontational walk toward town.

In the exciting finale and gripping shootout sequence on Hadleyville's main street, Kane is betrayed and all alone, surveying and walking up the deserted streets of the ghost town toward the four tough killers. No one is there to support him and come to his aid:

• the Judge
• his immature deputy Harvey
• the retired sheriff
• or any of the cross-section of townspeople or his friends
• even his wife!

In the film's most famous, memorable shot - a dramatic reverse high-crane shot in broad daylight, the camera pulls up and away from the lone, abandoned and frightened figure of the Marshal, leaving him dwarfed by the buildings on either side of the town's dusty street. He is a solitary man implacably forced to confront destiny and face the real issue at hand. He turns and walks toward the train station. [At the conclusion of the shot, notice the telephone poles in the upper-left hand corner.]

Impatient and unable to control his impulses, Ben Miller smashes a store-front window to steal a ladies' bonnet and tie it on his waist - Frank rhetorically asks the same question that Pierce asked him earlier in the film: "Can't you wait?" Having heard their menacing approach, Kane hides patiently as they pass by - and then calls out to them: "Miller!"

When they open fire, the first to be eliminated is Ben Miller. When Amy hears the first sounds of gunfire from her train seat, she rises and rushes toward town as the train pulls away. Her love and admiration for her new husband compels her to stand with her man. In front of the Justice of the Peace's office, where she was married earlier, she discovers the dead body of Miller with his gun resting by his side. Using hit-and-run tactics, Kane retreats to the stable, and from the barn's hayloft kills Colby. Frank Miller sets the stable barn on fire, trying to smoke Kane out. He escapes the barn by riding low on a horse during a stampede, but is shot off the fleeing horse and wounded in the left arm. Weakened and missing an open shot at his pursuers, Kane takes cover in the saddlery. Across the street in the Marshal's office, Amy hears further gunshots.

Pierce and Miller split up in different directions to set up a deadly crossfire - Miller fires from the street while Pierce circles around and fires at Kane from the side of the Marshal's office. In one of the film's most enduring images, Kane peers out from behind broken glass in the window. With two depleted pistols, Pierce is gunblasted in the back through another broken window - by Amy. Kane's wife is the only one to risk her life, putting aside her pacifist beliefs to kill one of the gunslingers in order to protect her husband and save his life. Miller enters the back door of the office and grabs Amy, holding her as hostage. He threatens to shoot Amy in the back unless Kane comes out in the open:

Miller: All right, Kane. Come on out. Come out or your friend here will get it the way Pierce did.
Kane (swallowing hard): I'll come out. Let her go.
Miller [in the film's final line of dialogue]: Soon as you walk through that door! Come on...I'll hold my fire...

Miller holds Amy tightly in front of him, demanding that he throw down his gun to save her. He opens the saddlery door and strides forward with his gun down at his right side. Wildly, Amy reaches up with her free hand and claws at Miller's face, and he pushes her away to the ground. Distracted in that short amount of time, Kane fires twice and kills Miller. Kane helps his courageous bride get up and they embrace in the middle of the street, as the townspeople start entering from the sides. They gather around and look at the couple in silence.

There is no time for triumphant celebration - theirs is a hollow victory. Kane helps Amy board their packed buggy, brought to them by the faithful teenage boy. Then, he disdainfully looks around, reaches for his 'tin' badge, takes it off, contemptuously drops it into the dusty street, and turns to leave.

[Western film hero John Wayne criticized the ending of the film - calling it an un-American conclusion, although he mistakenly thought that Cooper stepped and ground the badge under his heel. Don Siegel's Dirty Harry (1971) paid homage to this last scene when Clint Eastwood, the unrepentant, maverick cop "Dirty Harry" Callahan 'throws away' the symbol of his future police career in disgust at the film's conclusion.]

Without support from the people, Kane will no longer be their leader. Silently, without a backward glance or goodbye, he and Amy ride off into the distance from the community of weak, fickle onlookers in the saved, unremarkable town of Hadleyville ("a dirty little village in the middle of nowhere," according to the Judge). The contemptible crowd that was unwilling to fight to preserve its law and order remains silent as the buckboard goes out of view, accompanied by the title song's famous melancholy ballad.