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High Noon

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High Noon
From Wikipedia, the free encyclopedia

High Noon is a 1952 American western film directed by Fred Zinnemann and starring Gary Cooper and Grace Kelly. The film tells in real time the story of a town marshal forced to face a gang of killers by himself. The screenplay was written by Carl Foreman.

In 1989, High Noon was selected for preservation in the United States National Film Registry by the Library of Congress as being "culturally, historically, or aesthetically significant", entering the registry during the latter's first year of existence.[1] The film is #27 on the American Film Institute's 2007 list of great films.


Will Kane (Gary Cooper), the longtime marshal of Hadleyville, New Mexico Territory, has just married pacifist Quaker Amy (Grace Kelly) and turned in his badge. He intends to become a storekeeper elsewhere. Suddenly, the town learns that Frank Miller (Ian MacDonald) — a criminal Kane brought to justice — is due to arrive on the noon train. Miller had been sentenced to hang, but was pardoned on an unspecified legal technicality. In court, he had vowed to get revenge on Kane and anyone else who got in the way. Miller's three gang members — including his younger brother Ben (Sheb Wooley of The Purple People Eater and Rawhide fame) — wait for him at the station. The worried townspeople encourage Kane to leave, hoping that would defuse the situation.

Kane and his wife leave town, but — fearing that the gang will hunt him down and would be a danger to the townspeople — Kane turns back. He reclaims his badge and scours the town for help. His deputy, Harvey Pell (Lloyd Bridges) resigns, because he wants the glory of facing Frank Miller for himself. Helen Ramírez (Katy Jurado), Kane's former lover, supports him, but there is little she can do to help. Disgusted by the cowardice and ingratitude of her neighbors, she sells her business and prepares to leave town. Amy threatens to leave on the noon train, with or without Kane, but he stubbornly refuses to give in. He interrupts Sunday church services looking for deputies. While many townspeople profess to admire Kane, nobody volunteers.

In the end, Kane faces the Miller Gang alone. Kane guns down two of the gang, though he himself is wounded in the process. Helen Ramirez and Amy both board the train, but Amy gets off when she hears the sound of gunfire. Amy chooses her husband's life over her religious beliefs, shooting Ben from behind. Frank then takes her hostage to force Kane into the open. However, Amy suddenly attacks Frank who is forced to push her aside, giving Kane a clear shot, and Kane shoots Frank Miller dead. As the townspeople emerge, Kane contemptuously throws his marshal's star in the dirt and leaves town with his wife.


Gary Cooper as Marshal Will Kane
Grace Kelly as Amy (Fowler) Kane
Katy Jurado as Helen Ramirez
Lloyd Bridges as Deputy Sheriff Harvey Pell
Ian MacDonald as Frank Miller
Thomas Mitchell as Mayor Jonas Henderson
Otto Kruger as Judge Percy Mettrick
Lon Chaney, Jr. as Martin Howe (as Lon Chaney)
Harry Morgan as Sam Fuller (as Henry Morgan)
Eve McVeagh as Mildred Fuller
Morgan Farley as Dr. Mahin, Minister
Harry Shannon as Cooper
Lee Van Cleef as Jack Colby
Robert J. Wilke as Pierce (as Robert Wilke)
Sheb Wooley as Ben Miller
Jack Elam as Charlie the Drunkard (uncredited)

High Noon (1952)
Reviewed by Tim Dirks

High Noon (1952)
Reviewed by Tim Dirks

High Noon (1952) is possibly the all-time best Western film ever made - a successful box-office production by Stanley Kramer and director Fred Zinnemann (who also directed From Here to Eternity (1953) and A Man For All Seasons (1966)). The Western genre was employed to tell an uncharacteristic social problem tale about civic responsibility, without much of the typical frontier violence, panoramic landscapes, or tribes of marauding Indians.

The film's screenplay by Carl Foreman [this was his last Hollywood film before blacklist exile to London, soon after his work on Home of the Brave (1949), Champion (1949), and The Men (1950)], written during a politically-oppressive atmosphere in the early 1950s when McCarthyism and political persecution were rampant, was loosely adapted from a Collier's Magazine story The Tin Star (by John W. Cunningham) published in December 1947. In fact, the film's story has often been interpreted as a morality play or parable, or as a metaphor for the threatened Hollywood blacklisted artists (one of whom was screenwriter Foreman) who faced political persecution from the HUAC during the McCarthy era due to actual or imagined connections to the Communist Party, and made life-altering decisions to stand their ground and defend moral principles according to their consciences.

It also has been interpreted as an allegory of the Cold War and US foreign policy during the Korean War. This taut, tightly-scripted, minimalist film tells the tale of a solitary, stoic, honor-bound marshal/hero, past his prime and already retired, who was left desolate and abandoned by the Hadleyville townspeople he had faithfully protected for many years (symbolically - during the World War II years). Due to the townspeople's cowardice (representing cooperative witnesses before the HUAC), physical inability, self-interest, expediency, and indecisiveness, he is refused help at every turn against a revenge-seeking killer and his gang. Fearful but duty-bound, he eventually vanquishes the enemy, thereby sparing the civilized (democratic) town the encroachment of barbaristic frontier justice brought by the deadly four-man group of outlaws (symbolic of the aggressive threat in the Korean War, or the HUAC itself). Embittered by film's end, he tosses his tin star into the dirt of the dishonorable frontier town.

One of the film posters described the theme of the deserted, lone marshal who stubbornly insisted on delaying his newly-married life with a pacifist Quaker wife (symbolic of US isolationists) in order to stay and confront his former nemesis and paroled murderer - Frank Miller:

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

Another slogan claimed: "...when the hands point up - the excitement starts!" [Director Howard Hawks and actor John Wayne both responded to the liberal preachiness of this 'un-American' film (and its cowardly townspeople) by creating a no-nonsense, right-wing rebuttal in Rio Bravo (1959). In the film, self-reliant Sheriff John T. Chance (John Wayne) refused the well-meaning assistance of Pat Wheeler's (Ward Bond) men -- "some well-meaning amateurs, most of 'em worried about their wives and kids," although all he had to help him keep a murderer from making a jailbreak was "a lame-legged old man and a drunk."]

The dramatic, tightly-compressed, austere black and white film with high-contrast images was shot in a spare 31 days, and the physically-pained, ravaged look etched on 51 year old Gary Cooper's gaunt face was due to actual illness (a recurring hip problem, bleeding stomach ulcers, and lower back pain), and emotional stress due to his recent breakup with actress Patricia Neal after a three-year, well-publicized affair while separated from his wife. The time span of the film (about 105 minutes) approximates the actual screen length of the film - 85 minutes - accentuated by frequent images of the clock as time rapidly dissipates before the final showdown. Cameraman Floyd Crosby's years of filming New Deal documentaries is evident in the film's sparseness, static compositions, and authentic feel.

This simple, stark, low-budget Western classic, with a total budget of $750,000, was nominated for seven Academy Awards including Best Picture (won by Cecil B. DeMille's circus epic The Greatest Show on Earth (1952)), Best Director, and Best Screenplay - it was awarded four awards: Best Song for "High Noon (Do Not Forsake Me, Oh My Darlin')" (sung by Tex Ritter throughout the film, lyrics by Ned Washington, music by Dimitri Tiomkin), Best Scoring of a Dramatic Picture (Dimitri Tiomkin), Best Film Editing (Elmo Williams and Harry Gerstad), and Best Actor for Gary Cooper's performance - his second Oscar after a win for Sergeant York (1941). [Cooper's win was an unusual honor, since Western films (and acting roles) are rare nominees and winners in Academy history! The film's theme song was made a popular hit by Western singer Frankie Laine.] Presumably, the Academy felt obligated to honor one of filmdom's greatest directors (DeMille) with the Best Picture Oscar, as his career was coming to an end.

A made-for-TV movie was titled High Noon, Part II: The Return of Will Kane (1980) with Lee Majors in the lead role. It was remade as a science-fiction film, writer/director Peter Hyams' Outland (1981) with Sean Connery, with the adapted plot transferred to interstellar space (and ridiculed as "High Moon"). It was also remade as a TV movie by Ted Turner's TBS station with Tom Skerritt as the lead character and Michael Madsen as the heavy named Frank Miller. Other High Noon imitations or variations: the teen comedy Three O'Clock High (1987) took the conflict to a school setting, while The Baltimore Bullet (1980) moved it to a pool hall show-down.


The film's credits, accompanied by the "High Noon" title song, play atop a scene of desperadoes gathering on the outskirts of a town. On a blazing summer morning [probably between 1870 and 1880], the three gang members have converged on the small, quiet, arid western town of Hadleyville (population about four hundred). The gunslingers ride by the town's church (one of the town's many seemingly respectable, stable, and supportive institutions), where Sunday morning church bells are pealing as a signal to worship. They are ominously recognized by an old Spanish woman who crosses herself, a fireman, and other townsfolk outside the Ramirez Saloon. One of the three, Ben Miller (Sheb Woolley), rides his unbridled horse uncontrollably toward a sign reading "MARSHAL" - a foreshadowing of the film's conflict.

The riders pass the Justice of the Peace's window (the town's courtroom), where the societal ritual of marriage is in preparation. Judge Percy Mettrick (Otto Kruger) is to marry the town's 'ex' marshal, middle-aged Will Kane (Gary Cooper) ["Will" - a richly symbolic name] and a beautiful young Quaker girl, Amy Fowler (23 year-old Grace Kelly in her first major role). [The first view of a clock is in this scene: it is 10:35 am. Another clock reads 10:33 am in the town's barber shop.] Word spreads quickly about the gang members who are identified by the barber (William Phillips) as Ben Miller, James Pierce (Bob Wilke) and Jack Colby (Lee Van Cleef, a frequent Western villain, e.g., For a Few Dollars More (1965), and the "Bad" character in The Good, The Bad, and The Ugly (1966)).

In a cross-cut, parallel scene at 10:35, the trio arrives at the town's deserted train station platform just as the train station master (Ted Stanhope) reads a disturbing telegram. An impatient, surly Pierce, one of the riders asks the station master:

Gang member: Noon train on time?
Station master: Yes, sir.
They are planning to reunite with their pardoned leader, Ben's brother Frank, arriving at noon on the mid-day train, to seek revenge on the town's marshal. [They metaphorically represent the destructive forces of the 'four horsemen of the apocalypse.']

During the marriage ceremony, Kane's (and Amy's) first words in the film are "I do." Their wedding guests include the town's senior selectman and ring bearer Jonas Henderson (Thomas Mitchell), ex-Marshal Martin Howe (Lon Chaney, Jr.) and good friend/neighbor Sam Fuller (Harry Morgan, credited as Henry Morgan) and his wife Mildred (Eve McVeagh). [Kane will have individual confrontations with each of the three male guests Henderson, Fuller, and Howe ("the entire board of selectmen in this community") later in the film.] After they are pronounced "man and wife" and the celebration begins, Kane finds privacy in an adjoining room with his new wife and promises: "I'm gonna try, Amy, I'll do my best." The new and younger marshal to replace Kane is expected to arrive the following day, and Henderson assures everyone: "This town will be safe 'til tomorrow." His new bride has firm, pacifist Quaker convictions that deplore violence, and he will be putting away his marshal's star in his last act in office - he removes his badge, a popular Western icon, and pins it on his gun holster, amidst applause.

At that moment, the train station master bursts in, bringing a telegram ("it's terrible, it's shocking"). The message announces that outlaw Frank Miller (Ian MacDonald), put away in a penitentiary by Kane five years earlier for terrorizing the town, was pardoned a week earlier and paroled. And three others are waiting for Miller who is to arrive on the noon train at Hadleyville, to seek revenge on the Marshal. Kane glances at the clock - it's 10:40 am. Henderson encourages the newlywed couple to leave town immediately: "Get out of this town this very minute...Don't stop 'til you get to Clarksburg." The former marshal's first reaction reveals his sense of responsibility:

I think I ought to stay.
The newly-wed couple leave town immediately, gathered into a horse and buggy buckboard to quickly ride away. From his Flores Hotel second-floor window, young deputy Harvey Pell (Lloyd Bridges) witnesses their rapid departure and gloats to his dark-haired girlfriend - a worldly-wise, half-Mexican saloon owner and businesswoman Helen Ramirez (Katy Jurado), that Kane appears to be cowardly: "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." Helen crosses the hall to alert Sam (Tom London):

Ben Miller is in town. He has two of the old bunch with him.
During their retreat a few miles from town to the freedom of open country, Kane has second thoughts, as the oft-repeated, haunting theme of the film plays in the background. His inner conflict about leaving and the central dilemma of the film is reflected on his face as he stops the buggy and tells Amy that he's got to go back - due to his fidelity to his Western code of honor. Because of his fateful decision, their honeymoon will be postponed until after his 12 o'clock showdown:

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: (after looking at his vest watch) 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. (He turns the buggy around and rides back into town.)
At 10:50 am, Kane re-enters Hadleyville, as the barber predicts the deadly results of the inevitable confrontation to Fred (Guy Beach), the town's coffin-maker:

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.
In his office (it's still 10:50 am), Kane's new wife asks him what it's all about since the position of Marshal is no longer his responsibility. He insistently explains to her - and the film audience - his moral compulsion to remain. She begs him not to be a hero, but he explains that the "wild and kind of crazy" Frank Miller will only hunt for both of them as they settle down and become owners of a small store. Therefore, he must stay and face Miller's uncivilized and savage forces sooner rather than later:

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.
And in Hadleyville, he is counting on getting special deputies sworn in to assist and other friends in a posse to support him. Kane knows that his action is deplorable to his Quaker wife and counter to her non-violent religion, but he must remain just the same. Amy defiantly hands him an ultimatum on her wedding day: if he won't go away with her, she'll go alone by train - the one that leaves at twelve noon:

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: (resolutely) I've got to stay.
So everything hinges on the mid-day hour. In the suspenseful film, every minute is packed with tension as time passes, symbolized by numerous instances of clock-watching and quick cuts to images of clocks ticking relentlessly toward the doom of high noon. Many of the fearful, self-serving and cowardly townspeople are leaving in order to be away when Miller shows up.

Percy Mettrick, the judge who sentenced Miller and officiated at Kane's marriage, is 'forsaking' the community. Kane finds him packing his office to expediently leave town (he folds an American flag, and a miniature scale of justice and places both into his saddlebags), recommending that Kane do the same while reminding him of the courtroom threat Miller had delivered many years earlier to kill both of them:

Have you forgotten that I'm the man who passed sentence on Frank Miller?

Although there's "no time for a lesson in civics," he does indeed deliver a civics lesson, illustrated by two historical incidents in towns that surrendered their freedom to returning tyrants. The first story, taken from classical history in 5th century B.C. Athens, tells of a tyrant who returned with mercenaries to execute members of the League of Government as the town's citizens looked on:

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 some years later, with an army of mercenary, those same citizens not only opened the gates for him, but stood by while he executed members of the League of Government.
And a second story, from personal experience, is set in a Western locale eight years earlier:

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.
The marshal exclaims: "You're a judge!" The practical judge replies: "I've been a judge many times in many towns. I hope to live to be a judge again." And then the judge confronts Kane with his suicidal decision - the camera zooms in on the empty chair where sentencing was pronounced years before:

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.'
At the train station, Amy purchases a ticket for St. Louis. After Ben Miller glances threateningly at her with lusty intentions, she is cautioned to "wait somewheres else like at the hotel, maybe."

The clock reads 10:53 am on the mantle in the room where young deputy Harvey eats breakfast with Helen - she realizes he is sulking, "really sore" at Kane, and jealous of the marshal's authority and position after failing to be promoted to the position.

As the Judge flees on horseback, he castigates the town: "This is just a dirty little village in the middle of nowhere. Nothing that happens here is really important. Now get out." But Kane is steadfast: "There isn't time." With a fatherly manner, Kane asks a young boy in town to locate Jonas Henderson, Martin Howe and Sam Fuller - and "tell 'em I want 'em here."

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 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.

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:

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:

He 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 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.

[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.

Source: http://www.filmsite.org/high.html

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