Mayor Jonas Henderson 
- 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. 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. 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.
Martin Howe 
- [about being marshall] 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.
Helen Ramirez 
- [to Harvey, about Will Kane] 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: 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.
- 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.
- 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: 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 the 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.
- The story of a man who was too proud to run.
- When these hands point straight up...the excitement starts!
- Simple. Powerful. Unforgettable.
- 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