In the classic confrontational scene, Holliday realizes that Earp will stay in town awhile after the murder of his brother to restore morality and law and order as Marshal in Tombstone - ultimately usurping his power. Earp reminds Holliday that he is the Marshal and has the sole authority to run the "tin-horn out of town." Tension rises between the two - the balance of power unevenly tips back and forth between them until they reach a respectful, friendly standoff. After their showdown at the bar, Doc assents to being outnumbered by the Earps in town:

Holliday: Until you catch the rustlers that killed your brother?
Wyatt: That's the general idea.
Holliday: What's the specific idea?
Wyatt: I don't follow you quite.
Holliday: You haven't taken it into your head to deliver us from all evil?
Wyatt: I hadn't thought of it quite like that, but ain't a bad idea. It's what I'm gettin' paid fer.
Holliday: Let's get down to cases, Marshal. I, for instance. How would you handle me if I took a notion to break the law?
Wyatt: You already have.
Holliday: For example.
Wyatt: Runnin' that tin-horn out of town. That's none of your business.
Holliday: I see we're in opposite camps, Marshal. Draw! (Holliday pulls and cocks his gun on Earp.)
Wyatt: Can't. (He opens up his vest to reveal he doesn't wear a gun.)
Holliday: We can take care of that easily enough. Mac! (Holliday shouts to the bartender for a gun. Before Mac can do anything, Wyatt's brother - standing behind Holliday - slides a gun down the bar to Wyatt to balance up the sides.)
Wyatt: (Wyatt examines the gun and then slides it back on the bar to his brother.) Brother Morg's gun. (Holliday uncocks his gun and returns it to his holster.) The big one - that's Morg. The other one, that good-lookin' fella, that's my brother Virg. This is Doc Holliday, fellas.
Morg: Hi ya, Doc.
Virg: Howdy.
Holliday: Howdy. Have a drink.
Morg: Don't mind if I do, Doc.

Holliday changes his mind about calling Wyatt out, after seeing Morgan and Virgil silently backing up their unarmed brother Wyatt in the background. The Earp brothers order whiskey shots and join Holliday. The saloon's atmosphere relaxes one more time, as Wyatt and Doc reach an accord of mutual respect. Doc toasts: "To health," but painfully coughs.

A Shakespearean actor named Granville Thorndyke (Alan Mowbray) who is scheduled to perform in the evening's show in the local theater (The Birdcage) arrives in the bar, causing Holliday to remark: "Shakespeare in Tombstone. Been a long time since I heard Shakespeare." [The coming of Shakespeare into a Western setting symbolizes the advent of culture into the wilderness.] The one-night show is advertised as: "The Convict's Oath, A Blood Chilling Drama."

After an initial testing period, Holliday and Earp show a mutual regard for each other and make plans to attend the performance together. There, Earp realizes Chihuahua is Holliday's Mexican mistress, and much to her chagrin, she realizes that they have become friends - she dislikes Wyatt on sight. Earp explains to Doc how they first met: "We found ourselves together in a eight-handed poker game."

The performance is delayed due to the disappearance of Thorndyke. When his absence is announced, a mad riot breaks out, and the Marshal learns this is the fourth time this has occurred in the town in the same year. The patrons wish to ride the tardy actor out of town on a rail, but before they do, the Marshal promises to find Thorndyke and in fifteen minutes bring him back to the stage.

In one of the strangest scenes ever filmed in a Western, he and Holliday find that the pathetic, half-drunk actor has been kidnapped by the Clantons, taken to another small saloon, and humiliated by being forced to recite the famous soliloquy from Hamlet atop a saloon table. Doc tells Wyatt he is interesting in listening: "Wait, I want to hear this." Holliday is drawn closer and closer to the actor, and he and Wyatt watch from inside the saloon as the uncultured clan bullies and torments the cultured performer. As a pianist accompanies the performance, Thorndyke melodically delivers his lines:

To be or not to be
That is the question
Whether 'tis nobler in the mind to suffer the slings and arrows of outrageous fortune
Or to take arms against a sea of troubles
And by opposing
End them?
To die
To sleep
No more;
And, by a sleep to say we end the heart-aches
And the thousand natural shocks that flesh is heir to
'Tis a consummation
Devoutly to be wish'd.
To die, to sleep;
To sleep: perchance to dream:
Ay, there's the rub;
For in that sleep of death
What dreams may come when we have shuffled off this mortal coil?

Ike Clanton interrupts his poetic lines, silencing and mocking the actor:

That's enough, that's enough. You don't know nothin' but them poems. You can't sing. Maybe you can dance.

As Wyatt looks on, Holliday orders a halt to the humiliation. Clearly identifying with the fears expressed in the speech, Doc asks for the actor to continue: "Leave him alone. Please go on Mr. Thorndyke."

Must give us pause
There's the respect
That makes calamity of so long life
For who would bear the whips and scorns of time,
...the law's delay
The insolence of office
And the spurns that patient merit of the unworthy take
When he himself
Might his quietus make
With a bare bodkin?
Who would fardels bear
To grunt and sweat under a weary life
...life...Please help me sir!

When the actor is too drunk and frightened to continue or remember the rest of the soliloquy, Holliday finishes up the lines and impresses Earp with his knowledge and educated sophistication:

But that the dread of something after death...
The undiscovered country
From whose bourn no traveller returns,
Puzzles the will
And makes us rather bear those ills we have
Than fly to others that we know not of?
Thus conscience does make cowards of us all...

[The message of Hamlet is to "bear those ills we have," but Doc has turned cowardly and found it difficult to come to terms with his own life. He has forsaken his East Coast profession and come West to drink himself into oblivion.]

Holliday breaks into a tubucular coughing fit, cannot finish the lines, and leaves the saloon. Earp escorts Thorndyke from the scene, as the actor tells him: "Shakespeare was not meant for taverns nor for tavern louts." One of the Clantons is insulted and grabs for Thorndyke. In a brief skirmish, Earp shoots one of the clan brothers and holds off the others. Old Man Clanton enters and apologizes for the behavior of his drunken sons, to which Earp replies: "Sure, I figured they was just havin' themselves some fun." After Earp has left with Thorndyke, the Old Man brutally bullwhips his sons, bullying them like bestial animals: "When you pull a gun, kill a man."

The next morning brings the Tucson stagecoach to town, stopping at the Mansion Hotel for a breakfast layover. Earp creates a memorable image, reclining on the two legs of his four-legged chair on the porch, balancing his feet on the post of the porch outside the hotel. [An outsider to the town, Earp's balancing - bouncing act with one foot on the post symbolizes his precarious, tentative position in the community and society at large.]

Earp commands one of the passengers, "Mr. Gambler" to be sure to be on the stage when it leaves town. When another one of the passengers, a pretty graceful lady, disembarks off the coach into the dusty, deserted street to the sound of "Oh My Darling Clementine," Wyatt politely but awkwardly rises from his chair and adjusts his hat as she avoids his stare. Three Indians quietly ride by on ponies in the background. Gazing at her for a few moments, looking self-conscious even though his back is to the frame, he then asks if she needs assistance with her duffel bags on top of the stage. He helps her into the hotel, just as his brother Morgan is ordering a man's breakfast:

Just give me a stack of buckwheat cakes, plenty of molasses and a steak blood rare, a couple hunks of bacon if you got some, and a big pot of coffee.

Suddenly Morg turns and notices the lady, a symbol of civilization, who has come to Tombstone. At the desk, Clementine Carter (unknown actress Cathy Downs) asks for "Dr. John Holliday." She learns that he won't be returning to town until later. Earp immediately takes an interest in her, escorting her along the upstairs hotel corridor to her rented room - her room is across the hall from Doc's room. Betraying her love for Holliday as his former fiancee and the Eastern girl he left behind, she first enters Holliday's room lined with his doctor's diplomas and bookcases and lovingly touches his things while describing his personality:

Clementine: (Looking at a photograph) Oh, that's John with a mustache. (Touching his doctor's bag.) He is a good surgeon, isn't he? (She also touches her own picture on his dresser.)
Wyatt: That's a nice picture of you.

That day, the Shakespearean actor Thorndyke gathers a following as he leaves town following his one-night performance, signing autographs, and bidding goodbye to one of the aging town drunks with the words:

Great souls by instinct to each other turn, demand allegiance and in friendship burn. Good night, sweet prince.

That evening, Clementine enters the noisy saloon to look for Holliday, noticing the simple guitar strumming of Chihuahua, and then finding him eating dinner in the back of the saloon with Wyatt. Holliday is startled to see her, while Chihuahua jealously resents her appearance. A former love from Boston where he practiced surgical medicine, Clementine has sought him all over the West. She finally traced him to Tombstone and wants to find out why he left - and possibly bring him home. Holliday spurns her, claiming that both he and the life he leads are not for her. She assumes that he left because of his health. Holliday's body is wracked with tubucular coughing and he is dying from consumption and alcoholism. However, he claims there are other deeper torments from his past ['slings and arrows of outrageous fortune'] that keep him in a diseased state. He threatens to move further West if she will not leave:

Clementine: It is wonderful to see you again, John. You are pleased that I came...? (Pause) My coming has made you unhappy.
Holliday: It was ill advised.
Clementine: Was it ill advised the way you left Boston?
Holliday: How'd you know I was here?
Clementine: I didn't. Finding you hasn't been easy. Cow camp to cow camp, from one mining town to another. I should think that if nothing more, you'd be at least flattered to have a girl chase you?
Holliday: Look Clem, you've got to get out of here...
Clementine: But I'm not!
Holliday: This is no place for your kind of person.
Clementine: What kind of a person am I, John?
Holliday: Please go back home Clem, back where you belong. Forget that you... (Holliday experiences a severe coughing fit and goes outdoors. They speak to each other in the dark shadows.)
Clementine: You're ill, John. So that's the reason you left.
Holliday: That has nothing to do with it.
Clementine: Foolish, foolish John, as if that would have mattered.
Holliday: I'll tell you, Clem, the condition of my health has nothing to do with it.
Clementine: I don't believe you, John.
Holliday: Then I'll give you the truth. The man you once knew is no more, there's not a vestige of him left. Nothing! Come, I'll take you back to the hotel.
Clementine: Please, John. You can't send me away like this. You can't run away from me any more than you can run away from yourself. Now I know why you don't care whether you live or die, why you tried to get yourself killed. Well, I've heard all about you John and you're wrong, so wrong. You have no right to destroy yourself. You have a world of friends back home who love you John, and I love you.
Holliday: There's a stage leaving in the morning for the East. Take it. If you don't, I'm moving on.
Clementine: Very well, John, I'll go.

[Note: Doc is tragically unable to find his place in either the civilized world of a medical practice in Boston or in the primitive west of Tombstone where he now gambles for a living. He also vacillates between two kinds of women - the Eastern, fair and respectable Clementine, and the wild, dark, prostitute "Apache" Chihuahua. Seeking death as the only way to relieve his present torment, Holliday's instinct suicidally turns to alcohol.]