"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

"IT'S A WONDERFUL LIFE"

By

Frances Goodrich

Albert Hackett

Frank Capra

Jo Swerling



FADE IN:

NIGHT SEQUENCE

Series of shots of various streets and buildings in the town
of Bedford Falls, somewhere in New York State. The streets
are deserted, and snow is falling. It is Christmas Eve. Over
the above scenes we hear voices praying:

GOWER'S VOICE
I owe everything to George Bailey.
Help him, dear Father.

MARTINI'S VOICE
Joseph, Jesus and Mary. Help my friend
Mr. Bailey.

MRS. BAILEY'S VOICE
Help my son George tonight.

BERT'S VOICE
He never thinks about himself, God;
that's why he's in trouble.

ERNIE'S VOICE
George is a good guy. Give him a
break, God.

MARY'S VOICE
I love him, dear Lord. Watch over
him tonight.

JANIE'S VOICE
Please, God. Something's the matter
with Daddy.

ZUZU'S VOICE
Please bring Daddy back.

CAMERA PULLS UP from the Bailey home and travels up through
the sky until it is above the falling snow and moving slowly
toward a firmament full of stars. As the camera stops we
hear the following heavenly voices talking, and as each voice
is heard, one of the stars twinkles brightly:

FRANKLIN'S VOICE
Hello, Joseph, trouble?

JOSEPH'S VOICE
Looks like we'll have to send someone
down a lot of people are asking
for help for a man named George
Bailey.

FRANKLIN'S VOICE
George Bailey. Yes, tonight's his
crucial night. You're right, we'll
have to send someone down immediately.
Whose turn is it?

JOSEPH'S VOICE
That's why I came to see you, sir.
It's that clock-maker's turn again.

FRANKLIN'S VOICE
Oh Clarence. Hasn't got his wings
yet, has he? We've passed him up
right along.

JOSEPH'S VOICE
Because, you know, sir, he's got the
I.Q. of a rabbit.

FRANKLIN'S VOICE
Yes, but he's got the faith of a
child simple. Joseph, send for
Clarence.

A small star flies in from left of screen and stops. It
twinkles as Clarence speaks:

CLARENCE'S VOICE
You sent for me, sir?

FRANKLIN'S VOICE
Yes, Clarence. A man down on earth
needs our help.

CLARENCE'S VOICE
Splendid! Is he sick?

FRANKLIN'S VOICE
No, worse. He's discouraged. At
exactly ten-forty-five PM tonight,
Earth time, that man will be thinking
seriously of throwing away God's
greatest gift.

CLARENCE'S VOICE
Oh, dear, dear! His life! Then I've
only got an hour to dress. What are
they wearing now?

FRANKLIN'S VOICE
You will spend that hour getting
acquainted with George Bailey.

CLARENCE'S VOICE
Sir... If I should accomplish this
mission I mean might I perhaps
win my wings? I've been waiting for
over two hundred years now, sir
and people are beginning to talk.

FRANKLIN'S VOICE
What's that book you've got there?

CLARENCE'S VOICE
The Adventures of Tom Sawyer.

FRANKLIN'S VOICE
Clarence, you do a good job with
George Bailey, and you'll get your
wings.

CLARENCE'S VOICE
Oh, thank you, sir. Thank you.

JOSEPH'S VOICE
Poor George... Sit down.

CLARENCE'S VOICE
Sit down? What are...

JOSEPH'S VOICE
If you're going to help a man, you
want to know something about him,
don't you?

CLARENCE'S VOICE
Well, naturally. Of course.

JOSEPH'S VOICE
Well, keep your eyes open. See the
town?

The stars fade out from the screen, and a light,
indistinguishable blur is seen.

CLARENCE'S VOICE
Where? I don't see a thing.

JOSEPH'S VOICE
Oh, I forgot. You haven't got your
wings yet. Now look, I'll help you
out. Concentrate. Begin to see
something?

The blur on the screen slowly begins to take form. We see a
group of young boys on top of a snow-covered hill.

CLARENCE'S VOICE
Why, yes. This is amazing.

JOSEPH'S VOICE
If you ever get your wings, you'll
see all by yourself.

CLARENCE'S VOICE
Oh, wonderful!

EXT. FROZEN RIVER AND HILL DAY CLOSE SHOT

Group of boys. They are preparing to slide down the hill on
large shovels. One of them makes the slide and shoots out
onto the ice of a frozen river at the bottom of the hill.

BOY
(as he slides)
Yippee!!

CLARENCE'S VOICE
Hey, who's that?

JOSEPH'S VOICE
That's your problem, George Bailey.

CLARENCE'S VOICE
A boy?

JOSEPH'S VOICE
That's him when he was twelve, back
in 1919. Something happens here you'll
have to remember later on.

Series of shots as four or five boys make the slide down the
hill and out onto the ice. As each boy comes down the others
applaud.

CLOSE SHOT

George Bailey at bottom of slide.

GEORGE
(through megaphone)
And here comes the scare-baby, my
kid brother, Harry Bailey.

CLOSE SHOT HARRY

On top of hill, preparing to make his slide.

HARRY
I'm not scared.

BOYS
(ad lib)
Come on, Harry! Attaboy, Harry!

MEDIUM SHOT

Harry makes his slide very fast. He passes the marks made by
the other boys, and his shovel takes him onto the thin ice
at the bend of the river. The ice breaks, and Harry disappears
into the water.

CLOSE SHOT GEORGE

GEORGE
I'm coming, Harry.

MEDIUM SHOT

George jumps into the water and grabs Harry. As he starts to
pull him out he yells:

GEORGE
Make a chain, gang! A chain!

WIDER ANGLE

The other boys lie flat on the ice, forming a human chain.
When George reaches the edge with Harry in his arms, they
pull them both to safety.

JOSEPH'S VOICE
George saved his brother's life that
day. But he caught a bad cold which
infected his left ear. Cost him his
hearing in that ear. It was weeks
before he could return to his after-
school job at old man Gower's
drugstore.

DISSOLVE

EXT. MAIN STREET BEDFORD FALLS SPRING AFTERNOON

MEDIUM SHOT

Five or six boys are coming toward camera, arm in arm,
whistling. Their attention is drawn to an elaborate
horsedrawn carriage proceeding down the other side of the
street.

MEDIUM PAN SHOT

The carriage driving by. We catch a glimpse of an elderly
man riding in it.

CLOSE SHOT

The boys watching the carriage.

GEORGE
Mr. Potter!

CLARENCE'S VOICE
Who's that a king?

JOSEPH'S VOICE
That's Henry F. Potter, the richest
and meanest man in the county.

The boys continue until they reach Gower's drugstore. The
drugstore is old-fashioned and dignified, with jars of colored
water in the windows and little else. As the kids stop:

GEORGE
So long!

BOYS
(ad lib)
Got to work, slave. Hee-haw. Hee-
haw.

INTERIOR DRUGSTORE DAY

MEDIUM SHOT

George comes in and crosses to an old-fashioned cigar lighter
on the counter. He shuts his eyes and makes a wish:

GEORGE
Wish I had a million dollars.

He clicks the lighter and the flame springs up.

GEORGE
Hot dog!

WIDER ANGLE

George crosses over to the soda fountain, at which Mary Hatch,
a small girl, is seated, watching him. George goes on to get
his apron from behind the fountain.

GEORGE
(calling toward back
room)
It's me, Mr. Gower. George Bailey.

CLOSE SHOT

Mr. Gower, the druggist, peering from a window in back room.
We see him take a drink from a bottle.

GOWER
You're late.

MEDIUM SHOT

George behind soda fountain. He is putting on his apron.

GEORGE
Yes, sir.

WIDER ANGLE

Violet Bick enters the drugstore and sits on one of the stools
at the fountain. She is the same height as Mary and the same
age, but she is infinitely older in her approach to people.

VIOLET
(with warm friendliness)
Hello, George.
(then, flatly, as she
sees Mary)
'Lo, Mary.

MARY
(primly)
Hello, Violet.

George regards the two of them with manly disgust. They are
two kids to him, and a nuisance. He starts over for the candy
counter.

GEORGE
Two cents worth of shoelaces?

VIOLET
She was here first.

MARY
I'm still thinking.

GEORGE
(to Violet)
Shoelaces?

VIOLET
Please, Georgie.

George goes over to the candy counter.

VIOLET
(to Mary)
I like him.

MARY
You like every boy.

VIOLET
(happily)
What's wrong with that?

GEORGE
Here you are.

George gives Violet a paper sack containing licorice
shoelaces. Violet gives him the money.

VIOLET
(the vamp)
Help me down?

GEORGE
(disgusted)
Help you down!

Violet jumps down off her stool and exits. Mary, watching,
sticks out her tongue as she passes.

CLOSE SHOT GEORGE AND MARY AT FOUNTAIN

GEORGE
Made up your mind yet?

MARY
I'll take chocolate.

George puts some chocolate ice cream in a dish.

GEORGE
With coconuts?

MARY
I don't like coconuts.

GEORGE
You don't like coconuts! Say,
brainless, don't you know where
coconuts come from? Lookit here
from Tahiti Fiji Islands, the Coral
Sea!

He pulls a magazine from his pocket and shows it to her.

MARY
A new magazine! I never saw it before.

GEORGE
Of course you never. Only us explorers
can get it. I've been nominated for
membership in the National Geographic
Society.

He leans down to finish scooping out the ice cream, his deaf
ear toward her. She leans over, speaking softly.

CLOSE SHOT

Mary, whispering.

MARY
Is this the ear you can't hear on?
George Bailey, I'll love you till
the day I die.

She draws back quickly and looks down, terrified at what she
has said.

CLOSE SHOT GEORGE AND MARY

GEORGE
I'm going out exploring some day,
you watch. And I'm going to have a
couple of harems, and maybe three or
four wives. Wait and see.

He turns back to the cash register, whistling.

ANOTHER ANGLE

Taking in entrance to prescription room at end of fountain.
Gower comes to the entrance. He is bleary-eyed, unshaven,
chewing an old unlit cigar. His manner is gruff and mean. It
is evident he has been drinking.

GOWER
George! George!

GEORGE
Yes, sir.

GOWER
You're not paid to be a canary.

GEORGE
No, sir.

He turns back to the cash register when he notices an open
telegram on the shelf. He is about to toss it aside when he
starts to read it.

INSERT: THE TELEGRAM

It reads: "We regret to inform you that your son, Robert,
died very suddenly this morning of influenza stop. Everything
possible was done for his comfort stop. We await instructions
from you. EDWARD MELLINGTON Pres. HAMMERTON COLLEGE."

BACK TO SHOT

George puts the telegram down. A goodness of heart expresses
itself in a desire to do something for Gower. He gives the
ice cream to Mary without comment and sidles back toward
Gower.

INT. PRESCRIPTION ROOM OF DRUGSTORE DAY

CLOSE SHOT

Gower, drunk, is intent on putting some capsules into a box.

GEORGE
Mr. Gower, do you want something...
Anything?

GOWER
No.

GEORGE
Anything I can do back here?

GOWER
No.

George looks curiously at Gower, realizing that he is quite
drunk. Gower fumbles and drops some of the capsules to the
floor.

CLOSE SHOT

Capsules spilling on floor at their feet.

BACK TO SHOT

George and Gower.

GEORGE
I'll get them, sir.

He picks up the capsules and puts them in the box. Gower
waves George aside, takes his old wet cigar, shoves it in
his mouth and sits in an old Morris chair in the background.
George turns a bottle around from which Gower has taken the
powder for the capsules. Its label reads "POISON." George
stands still, horrified.

GOWER
Take these capsules over to Mrs.
Blaine's. She's waiting for them.

George picks up the capsule box, not knowing what to do or
say. His eyes go, harassed, to the bottle labeled poison.
George's fingers fumble.

GEORGE
Yes, sir. They have the diphtheria
there, haven't they, sir?

GOWER
Ummmm...

Gower stares moodily ahead, sucking his cigar. George turns
to him, the box in his hand.

GEORGE
Is it a charge, sir?

GOWER
Yes charge.

GEORGE
Mr. Gower, I think...

GOWER
Aw, get going!

GEORGE
Yes, sir.

INT. DRUGSTORE DAY

MEDIUM SHOT

George comes out into main room. As he puts on his cap he
sees a Sweet Caporals ad which says:

INSERT

"ASK DAD HE KNOWS" SWEET CAPORAL

BACK TO SHOT

With an inspiration, George dashes out the door and down the
street. Mary follows him with her eyes.

EXT. STREET DAY

MEDIUM SHOT

George runs down the street until he comes opposite a two-
story building with a sign on it reading: "Bailey Building
and Loan Association." He stops. Potter's carriage is waiting
at the entrance. Suddenly he runs up the stairs.

INT. OUTER OFFICE BLDG. AND LOAN DAY

FULL SHOT

The offices are ancient and a bit on the rickety side. There
is a counter with a grill, something like a bank. Before a
door marked:

"PETER BAILEY, PRIVATE", George's Uncle Billy stands,
obviously trying to hear what is going on inside. He is a
very good-humored man of about fifty, in shirt-sleeves. With
him at the door, also listening, are Cousin Tilly Bailey, a
waspish-looking woman, who is the telephone operator, and
Cousin Eustace Bailey, the clerk. The office vibrates with
an aura of crisis as George enters and proceeds directly
toward his father's office.

CLOSE SHOT

Uncle Billy listening at the door. As George is about to
enter his father's office, uncle Billy grabs him by the arm.

UNCLE BILLY
Avast, there, Captain Cook! Where
you headin'?

GEORGE
Got to see Pop, Uncle Billy.

UNCLE BILLY
Some other time, George.

GEORGE
It's important.

UNCLE BILLY
There's a squall in there that's
shapin' up into a storm.

During the foregoing, Cousin Tilly has answered the telephone,
and now she calls out:

COUSIN TILLY
Uncle Billy... telephone.

UNCLE BILLY
Who is it?

COUSIN TILLY
Bank examiner.

INSERT

CLOSEUP UNCLE BILLY'S LEFT HAND There are pieces of string
tied around two of the fingers, obviously to remind him of
things he has to do.

BACK TO SHOT

Uncle Billy looking at his hand.

UNCLE BILLY
Bank examiner! I should have called
him yesterday. Switch it inside.

He enters a door marked: "WILLIAM BAILEY, PRIVATE". George
stands irresolute a moment, aware of crisis in the affairs
of the Bailey Building and Loan Association, but aware more
keenly of his personal crisis. He opens the door of his
father's office and enters.

INT. BAILEY'S PRIVATE OFFICE DAY

MEDIUM SHOT

George's father is seated behind his desk, nervously drawing
swirls on a pad. He looks tired and worried. He is a gentle
man in his forties, an idealist, stubborn only for other
people's rights. Nearby, in a throne-like wheelchair, behind
which stands the goon who furnishes the motive power, sits
Henry F. Potter, his squarish derby hat on his head. The
following dialogue is fast and heated, as though the argument
had been in process for some time.

BAILEY
I'm not crying, Mr. Potter.

POTTER
Well, you're begging, and that's a
whole lot worse.

BAILEY
All I'm asking is thirty days more...

GEORGE
(interrupting)
Pop!

BAILEY
Just a minute, son.
(to Potter)
Just thirty short days. I'll dig up
that five thousand somehow.

POTTER
(to his goon)
Shove me up...

Goon pushes his wheelchair closer to the desk.

GEORGE
Pop!

POTTER
Have you put any real pressure on
those people of yours to pay those
mortgages?

BAILEY
Times are bad, Mr. Potter. A lot of
these people are out of work.

POTTER
Then foreclose!

BAILEY
I can't do that. These families have
children.

MEDIUM CLOSE SHOT POTTER AND BAILEY

GEORGE
Pop!

POTTER
They're not my children.

BAILEY
But they're somebody's children.

POTTER
Are you running a business or a
charity ward?

BAILEY
Well, all right...

POTTER
(interrupting)
Not with my money!

CLOSE SHOT POTTER AND BAILEY

BAILEY
Mr. Potter, what makes you such a
hardskulled character? You have no
family no children. You can't begin
to spend all the money you've got.

POTTER
So I suppose I should give it to
miserable failures like you and that
idiot brother of yours to spend for
me.

George cannot listen any longer to such libel about his
father. He comes around in front of the desk.

GEORGE
He's not a failure! You can't say
that about my father!

BAILEY
George, George...

GEORGE
You're not! You're the biggest man
in town!

BAILEY
Run along.

He pushes George toward the door.

GEORGE
Bigger'n him!

As George passes Potter's wheelchair he pushes the old man's
shoulder. The goon puts out a restraining hand.

GEORGE
Bigger'n everybody.

George proceeds toward the door, with his father's hand on
his shoulder. As they go:

POTTER
Gives you an idea of the Baileys.

INT. OUTER OFFICE BLDG. AND LOAN DAY

CLOSE SHOT

George and his father at the door.

GEORGE
Don't let him say that about you,
Pop.

BAILEY
All right, son, thanks. I'll talk to
you tonight.

Bailey closes the door on George and turns back to Potter.
George stands outside the door with the capsules in his hand.

WIPE TO:

BACK TO DRUGSTORE

INT. BACK ROOM GOWER'S DRUGSTORE DAY

CLOSE SHOT

Gower talking on the telephone. George stands in the doorway.

GOWER
(drunkenly)
Why, that medicine should have been
there an hour ago. It'll be over in
five minutes, Mrs. Blaine.

He hangs up the phone and turns to George.

GOWER
Where's Mrs. Blaine's box of capsules?

He grabs George by the shirt and drags him into the back
room.

GEORGE
Capsules...

GOWER
(shaking him)
Did you hear what I said?

GEORGE
(frightened)
Yes, sir, I...

Gower starts hitting George about the head with his open
hands. George tries to protect himself as best he can.

GOWER
What kind of tricks are you playing,
anyway? Why didn't you deliver them
right away? Don't you know that boy's
very sick?

GEORGE
(in tears)
You're hurting my sore ear.

INT. FRONT ROOM DRUGSTORE DAY

CLOSE SHOT

Mary is still seated at the soda fountain. Each time she
hears George being slapped, she winces.

INT. BACK ROOM DRUGSTORE DAY

CLOSE SHOT GEORGE AND GOWER

GOWER
You lazy loafer!

GEORGE
(sobbing)
Mr. Gower, you don't know what you're
doing. You put something wrong in
those capsules. I know you're unhappy.
You got that telegram, and you're
upset. You put something bad in those
capsules. It wasn't your fault, Mr.
Gower...

George pulls the little box out of his pocket. Gower savagely
rips it away from him, breathing heavily, staring at the boy
venomously.

GEORGE
Just look and see what you did. Look
at the bottle you took the powder
from. It's poison! I tell you, it's
poison! I know you feel bad... and...

George falters off, cupping his aching ear with a hand. Gower
looks at the large brown bottle which has not been replaced
on the shelf. He tears open the package, shakes the powder
out of one of the capsules, cautiously tastes it, then
abruptly throws the whole mess to the table and turns to
look at George again. The boy is whimpering, hurt, frightened.
Gower steps toward him.

GEORGE
Don't hurt my sore ear again.

But this time Gower sweeps the boy to him in a hug and,
sobbing hoarsely, crushes the boy in his embrace. George is
crying too.

GOWER
No... No... No...

GEORGE
Don't hurt my ear again!

GOWER
(sobbing)
Oh, George, George...

GEORGE
Mr. Gower, I won't ever tell anyone.
I know what you're feeling. I won't
ever tell a soul. Hope to die, I
won't.

GOWER
Oh, George.

DISSOLVE TO:

INT. LUGGAGE SHOP DAY (1928)

MEDIUM SHOT

It is late afternoon. A young man is looking over an
assortment of luggage. Across the counter stands Joe Hepner,
the proprietor of the store he is showing a suitcase.

JOE
An overnight bag genuine English
cowhide, combination lock, fitted up
with brushes, combs...

CUSTOMER
Nope.

AS CAMERA MOVES UP CLOSER to him, he turns and we get our
first glimpse of George as a young man. CAMERA HAS MOVED UP
to a CLOSEUP by now.

GEORGE
Nope. Nope. Nope. Nope. Now, look,
Joe. Now, look, I... I want a big
one.

Suddenly, in action, as George stands with his arms
outstretched in illustration, the picture freezes and becomes
a still. Over this hold-frame shot we hear the voices from
Heaven:

CLARENCE'S VOICE
What did you stop it for?

JOSEPH'S VOICE
I want you to take a good look at
that face.

CLARENCE'S VOICE
Who is it?

JOSEPH'S VOICE
George Bailey.

CLARENCE'S VOICE
Oh, you mean the kid that had his
ears slapped back by the druggist.

JOSEPH'S VOICE
That's the kid.

CLARENCE'S VOICE
It's a good face. I like it. I like
George Bailey. Tell me, did he ever
tell anyone about the pills?

JOSEPH'S VOICE
Not a soul.

CLARENCE'S VOICE
Did he ever marry the girl? Did he
ever go exploring?

JOSEPH'S VOICE
Well, wait and see.

CLOSE SHOT THE SCREEN

The arrested CLOSEUP of George springs to life again.

GEORGE
Big - see! I don't want one for one
night. I want something for a
thousand and one nights, with plenty
of room for labels from Italy and
Baghdad, Samarkand... a great big
one.

JOE
I see, a flying carpet, huh? I don't
suppose you'd like this old second-
hand job, would you?

He brings a large suitcase up from under the counter.

GEORGE
Now you're talkin'. Gee whiz, I could
use this as a raft in case the boat
sunk. How much does this cost?

JOE
No charge.

GEORGE
That's my trick ear, Joe. It sounded
as if you said no charge.

JOE
(indicating name on
suitcase)
That's right.

GEORGE
(as he sees his name)
What's my name doing on it?

JOE
A little present from old man Gower.
Came down and picked it out himself.

GEORGE
(admiring the bag)
He did? Whatta you know about that
my old boss...

JOE
What boat you sailing on?

GEORGE
I'm working across on a cattle boat.

JOE
A cattle boat?

GEORGE
(as he exits)
Okay, I like cows.

WIPE TO:

INT. GOWER'S DRUGSTORE DAY

MEDIUM SHOT

The place is practically the same except that it is now full
of school kids having sodas, etc. A juke box and many little
tables have been added. It has become the hangout of the
local small fry. There are now three kids jerking sodas.
Gower is a different man now sober, shaven and good-humored.
He is behind the counter when George comes in. Gower's face
lights up when he sees George.

GEORGE
Mr. Gower... Mr. Gower... thanks
ever so much for the bag. It's just
exactly what I wanted.

GOWER
Aw, forget it.

GEORGE
Oh, it's wonderful.

GOWER
Hope you enjoy it.

George suddenly sees the old cigar lighter on the counter.
He closes his eyes and makes a wish.

GEORGE
Oh... Oh. Wish I had a million
dollars.

As he snaps the lighter the flame springs up.

GEORGE
Hot dog!

George shakes Gower's hand vigorously and exits.

EXT. MAIN STREET BEDFORD FALLS DAY

PAN SHOT as George crosses the street, Uncle Billy, cousin
Tilly and Cousin Eustace are leaning out of the second floor
window of the Building and Loan offices.

UNCLE BILLY
Avast there, Captain Cook. You got
your sea legs yet?

COUSIN EUSTACE
Parlez-vous francais? Hey, send us
some of them picture postcards, will
you, George?

UNCLE BILLY
Hey, George, don't take any plugged
nickels.

COUSIN TILLY
Hey, George, your suitcase is leaking.
George waves up at them and continues
on across the street.

EXT. MAIN STREET DAY

MEDIUM SHOT

As George crosses the street. He spots Ernie and his cab,
and Bert the motor cop, parked alongside.

GEORGE
Hey, Ernie!

ERNIE
Hiya, George!

GEORGE
Hi, Bert.

BERT
George...

GEORGE
Ernie, I'm a rich tourist today. How
about driving me home in style?

Bert opens the door of the cab and puts George's suitcase
inside.

ERNIE
Sure, your highness, hop in. And,
for the carriage trade, I puts on my
hat.

As George is about to enter the cab, he stops suddenly as he
sees Violet (now obviously a little sex machine) come toward
him. Her walk and figure would stop anybody. She gives him a
sultry look.

REVERSE ANGLE

The three men by the cab, but including Violet.

VIOLET
Good afternoon, Mr. Bailey.

GEORGE
Hello, Violet. Hey, you look good.
That's some dress you got on there.

CLOSE SHOT VIOLET

She reacts to this.

VIOLET
Oh, this old thing? Why, I only wear
it when I don't care how I look.

CAMERA PANS WITH HER AS VIOLET SWINGS ON DOWN THE SIDEWALK.

REVERSE SHOT CAB

As Violet goes by, George and Bert raise their heads above
the top of the cab.

MEDIUM SHOT

On Violet's back as she goes. As she crosses the street, an
elderly man turns to look at her and is almost hit by a car
that pulls up with screeching brakes.

CLOSE SHOT GEORGE AND BERT AT CAB

Ernie sticks his head out form the driver's seat.

ERNIE
How would you like...

GEORGE
(as he enters cab)
Yes...

ERNIE
Want to come along, Bert? We'll
show you the town!

Bert looks at his watch, then takes another look at Violet's
retreating figure.

BERT
No, thanks. Think I'll go home and
see what the wife's doing.

ERNIE
Family man.

DISSOLVE TO:

INT. BAILEY DINING ROOM NIGHT

MEDIUM SHOT

Pop Bailey is seated at the dinner table. Mrs. Bailey and
Annie, the cook, look up toward the vibrating ceiling. There
are SOUNDS of terrific banging and scuffling upstairs. Annie
pounds on the ceiling with a broom.

MOTHER
(calling out)
George! Harry! You're shaking the
house down! Stop it!

POP
Oh, let 'em alone. I wish I was up
there with them.

MOTHER
Harry'll tear his dinner suit. George!

ANOTHER ANGLE

Mrs. Bailey is calling up the stairs.

ANNIE
That's why all children should be
girls.

MOTHER
But if they were all girls, there
wouldn't be any... Oh, never mind.
(calling upstairs)
George! Harry! Come down to dinner
this minute. Everything's getting
cold and you know we've been waiting
for you.

GEORGE'S VOICE
Okay, Mom.

She goes up the stairs. Pop is smiling and poking his plate.
A commotion is heard on the stairs, the boys imitating fanfare
MUSIC. Down they come, holding their mother high between
them on their hands. They bring her into the dining room and
deposit her gracefully into Pop's lap.

BOYS
Here's a present for you, Pop.

Pop kisses her. Mother gives Pop a quick hug, then turns
with all the wrath she can muster on the two boys.

MOTHER
Oh, you two idiots! George, sit down
and have dinner.

HARRY
I've eaten.

MOTHER
Well, aren't you going to finish
dressing for your graduation party?
Look at you.

HARRY
I don't care. It's George's tux.

Annie crosses the room, holding her broom. Harry reaches out
for her.

ANNIE
If you lay a hand on me, I'll hit
you with this broom.

HARRY
Annie, I'm in love with you. There's
a moon out tonight.

As he pushes her through the kitchen door, he slaps her fanny.
She screams. The noise is cut off by the swinging door. George
and his mother sit down at the table.

GEORGE
Boy, oh, boy, oh, boy my last meal
at the old Bailey boarding house.

MOTHER
Oh, my lands, my blood pressure!

CLOSE SHOT

Harry, as he sticks his head through the kitchen door.

HARRY
Pop, can I have the car? I'm going
to take over a lot of plates and
things.

MOTHER
What plates?

HARRY
Oh, Mom I'm chairman of the eats
committee and we only need a couple
of dozen.

MOTHER
Oh, no you don't. Harry, now, not my
best Haviland.

She follows Harry into the kitchen, leaving Pop and George.
As she goes:

GEORGE
Oh, let him have the plates, Mother.

CLOSE SHOT

George and his father, eating at the table. There is a great
similarity and a great understanding between them.

POP
Hope you have a good trip, George.
Uncle Billy and I are going to miss
you.

GEORGE
I'm going to miss you, too, Pop.
What's the matter? You look tired.

POP
Oh, I had another tussle with Potter
today.

GEORGE
Oh...

POP
I thought when we put him on the
Board of Directors, he'd ease up on
us a little bit.

GEORGE
I wonder what's eating that old money
grubbing buzzard anyway?

POP
Oh, he's a sick man. Frustrated and
sick. Sick in his mind, sick in his
soul, if he has one. Hates everybody
that has anything that he can't have.
Hates us mostly, I guess.

MEDIUM SHOT

The dining room. Harry and his mother come out of the kitchen,
Harry carrying a pie in each hand and balancing one on his
head. CAMERA PANS WITH them as they cross.

HARRY
Gangway! Gangway! So long, Pop.

POP
So long, son.

GEORGE
Got a match?

HARRY
Very funny. Very funny.

MOTHER
Put those things in the car and I'll
get your tie and studs together.

HARRY
Okay, Mom. You coming later? You
coming later, George?

GEORGE
What do you mean, and be bored to
death?

HARRY
Couldn't want a better death. Lots
of pretty girls, and we're going to
use that new floor of yours tonight,
too.

GEORGE
I hope it works.

POP
No gin tonight, son.

HARRY
Aw, Pop, just a little.

POP
No, son, not one drop.

CLOSE SHOT

George and Pop at the table. Annie comes in with some dishes.

ANNIE
Boys and girls and music. Why do
they need gin?

She exits.

GEORGE
Father, did I act like that when I
graduated from high school?

POP
Pretty much. You know, George, wish
we could send Harry to college with
you. Your mother and I talked it
over half the night.

GEORGE
We have that all figured out. You
see, Harry'll take my job at the
Building and Loan, work there four
years, then he'll go.

POP
He's pretty young for that job.

GEORGE
Well, no younger than I was.

POP
Maybe you were born older, George.

GEORGE
How's that?

POP
I say, maybe you were born older. I
suppose you've decided what you're
going to do when you get out of
college.

GEORGE
Oh, well, you know what I've always
talked about build things... design
new buildings plan modern cities
all that stuff I was talking about.

POP
Still after that first million before
you're thirty.

GEORGE
No, I'll settle for half that in
cash.

Annie comes in again from the kitchen.

POP
Of course, it's just a hope, but you
wouldn't consider coming back to the
Building and Loan, would you?

Annie stops serving to hear his answer.

GEORGE
Well, I...
(to Annie)
Annie, why don't you draw up a chair?
Then you'd be more comfortable and
you could hear everything that's
going on.

ANNIE
I would if I thought I'd hear anything
worth listening to.

GEORGE
You would, huh?

She gives George a look, and goes on out into the kitchen.
Bailey smiles and turns to George.

POP
I know it's soon to talk about it.

GEORGE
Oh, now, Pop, I couldn't. I couldn't
face being cooped up for the rest of
my life in a shabby little office.

He stops, realizing that he has hurt his father.

GEORGE
Oh, I'm sorry, Pop. I didn't mean
that remark, but this business of
nickels and dimes and spending all
your life trying to figure out how
to save three cents on a length of
pipe... I'd go crazy. I want to do
something big and something important.

POP
(quietly)
You know, George, I feel that in a
small way we are doing something
important. Satisfying a fundamental
urge. It's deep in the race for a
man to want his own roof and walls
and fireplace, and we're helping him
get those things in our shabby little
office.

GEORGE
(unhappily)
I know, Dad. I wish I felt... But
I've been hoarding pennies like a
miser in order to... Most of my
friends have already finished college.
I just feel like if I don't get away,
I'd bust.

POP
Yes... Yes... You're right, son.

GEORGE
You see what I mean, don't you, Pop?

POP
This town is no place for any man
unless he's willing to crawl to
Potter. You've got talent, son. You
get yourself an education. Then get
out of here.

GEORGE
Pop, do you want a shock? I think
you're a great guy.

To cover his embarrassment, he looks toward the kitchen door
and calls:

GEORGE
Oh, did you hear that, Annie?

CLOSE SHOT

Annie listening through glass in door.

ANNIE
I heard it. About time one of you
lunkheads said it.

CLOSE SHOT

George and his father at the table.

GEORGE
I'm going to miss old Annie. Pop, I
think I'll get dressed and go over
to Harry's party.

POP
Have a good time, son.

WIPE TO:

INT. HIGH SCHOOL GYM NIGHT

MEDIUM CLOSE SHOT

At one end of the room an orchestra is playing. George wends
his way through the dancing couples toward a supper table.
He and Harry are carrying plates and pies.

GEORGE
Here you are.

Several of the boys take the plates from him. George looks
at them, feeling very grown up and out of place.

HARRY
(introducing George)
You know my kid brother, George. I'm
going to put him through college.

Sam Wainwright comes in behind Harry, waggles his hands at
his ears as he talks.

SAM
Here comes George. Hello, hee-haw!

George swings around, delighted to hear a familiar voice.

WIDER ANGLE

Including Sam and Marty Hatch. Sam is assured and breezy,
wearing very collegiate clothes.

GEORGE
Oh, oh. Sam Wainwright! How are you?
When did you get here?

SAM
Oh, this afternoon. I thought I'd
give the kids a treat.

GEORGE
Old college graduate now, huh?

SAM
Yeah old Joe College Wainwright,
they call me. Well, freshman, looks
like you're going to make it after
all.

GEORGE
Yep.

Sam sees Harry and leaves George in the middle of a gesture.

SAM
(to Harry)
Harry! You're the guy I want to see.
Coach has heard all about you.

HARRY
He has?

SAM
Yeah. He's followed every game and
his mouth's watering. He wants me to
find out if you're going to come
along with us.

HARRY
Well, I gotta make some dough first.

SAM
Well, you better make it fast. We
need great ends like you not broken
down old guys like this one.

George and Sam wiggle their fingers at their ears, saluting
each other.

GEORGE
Hee-haw!

SAM
Hee-haw!

An elderly, fussy school principal comes over to George.

PRINCIPAL
George, welcome back.

GEORGE
Hello, Mr. Partridge, how are you?

PRINCIPAL
Putting a pool under this floor was
a great idea. Saved us another
building. Now, Harry, Sam, have a
lot of fun. There's lots of stuff
to eat and drink. Lots of pretty
girls around.

Violet Bick comes into the scene and turns to face George.
She is waving her dance program at him.

VIOLET
Hey, George...

GEORGE
Hello, Violet.

VIOLET
Hello, what am I bid?

Marty Hatch enters scene.

MARTY
George.

GEORGE
Hiya, Marty. Well, it's old home
week.

MARTY
Do me a favor, will you, George?

GEORGE
What's that?

MARTY
Well, you remember my kid sister,
Mary?

GEORGE
Oh, yeah, yeah.

SAM
"Momma wants you, Marty." "Momma
wants you, Marty." Remember?

MARTY
Dance with her, will you?

GEORGE
Oh... me? Oh, well, I feel funny
enough already, with all these kids.

MARTY
Aw, come on. Be a sport. Just dance
with her one time and you'll give
her the thrill of her life.

SAM
Aw, go on.

MARTY
(calling off)
Hey, sis.

GEORGE
Well, excuse me, Violet. Don't be
long, Marty. I don't want to be a
wet nurse for...

He stops suddenly as he sees Mary, staring at her.

CLOSEUP MARY HATCH

She is standing talking to one of the boys, Freddie, a glass
of punch in her hand. For the first time, she is wearing an
evening gown and she has gained assurance from the admiration
of the boy with her. She turns around and for the first time
she sees George. For a second she loses her poise, staring
at him.

FREDDIE'S VOICE
And the next thing I know, some guy
came up and tripped me. That's the
reason why I came in fourth. If it
hadn't been for that...

CLOSE SHOT

George, staring at Mary.

FREDDIE'S VOICE
...that race would have been a cinch.
I tried to find out who it was
later...

CLOSEUP MARY

Still staring at George, and smiling.

FREDDIE'S VOICE
...but I couldn't find out. Nobody'd
ever tell you whoever it was because
they'd be scared. They know...

MEDIUM CLOSEUP

Mary and Freddie. Marty comes into scene, followed by George.

FREDDIE
...what kind of...

MARTY
(interrupting)
You remember George? This is Mary.
Well, I'll be seeing you.

GEORGE
Well... Well... Well...

FREDDIE
Now, to get back to my story, see...

Mary hands her punch cup to Freddie, and she and George start
dancing.

FREDDIE
Hey, this is my dance!

GEORGE
Oh, why don't you stop annoying
people?

FREDDIE
Well, I'm sorry. Hey!

MOVING SHOT

Following George and Mary as they dance.

GEORGE
Well, hello.

MARY
Hello. You look at me as if you didn't
know me.

GEORGE
Well, I don't.

MARY
You've passed me on the street almost
every day.

GEORGE
Me?

MARY
Uh-huh.

GEORGE
Uh-uh. That was a little girl named
Mary Hatch. That wasn't you.

A WHISTLE is heard offscreen, and the MUSIC stops.

CLOSE SHOT

Harry on the orchestra platform, whistle in hand.

HARRY
Oyez oyez oyez... The big
Charleston contest. The prize? A
genuine loving cup. Those not tapped
by the judges will remain on the
floor. Let's go!

CLOSEUP GEORGE AND MARY

As the MUSIC starts and couples begin dancing once more,
they look at each other.

GEORGE
I'm not very good at this.

MARY
Neither am I.

GEORGE
Okay what can we lose?

They start their Charleston. We see a SERIES OF SHOTS of
various couples doing their routines, some good, some bad.

CLOSEUP FREDDIE

Leaning against the railing around the dance floor, looking
daggers at George. Mickey, a young punk who has had one too
many, is beside him.

MICKEY
What's the matter, Othello jealous?
Did you know there's a swimming pool
under this floor? And did you know
that button behind you causes this
floor to open up? And did you further
know that George Bailey is dancing
right over that crack? And I've got
the key?

Freddie needs no more. He takes the key from Mickey and turns
the switch. The floor begins to part in the middle, each
half sliding under the bleacher seats. Pandemonium starts.
Dancers begin to scream as they try to get off. Some are so
engrossed in dancing they continue at top speed. Teachers
and elders start to scurry off. As the floor opens, it reveals
an attractive, lighted swimming pool. George and Mary are
so busy dancing they don't notice the floor opening.
Spotlights concentrate on them. They mistake the screams for
cheers.

CLOSE SHOT

George and Mary dancing.

GEORGE
They're cheering us. We must be good.

MEDIUM CLOSE SHOT

The crowd watching George and Mary dancing. They move
backwards until finally they reach the edge of the floor and
fall into the pool below.

SERIES OF SHOTS

George and Mary still trying to dance in the water the
crowd on the edge cheering them some of the crowd leap
into the pool the principal trying to restore order, finally
clasps his hands like a diver and leaps in himself.

FADE OUT

FADE IN:

EXT. TREE-LINED RESIDENTIAL STREET NIGHT

MEDIUM CLOSE SHOT

George and Mary. The night is warm with a bright moon. George
is dressed in jersey sweater and oversize football pants
that keep wanting to come down. Mary is in an old white bath
robe. Each is carrying their wet clothes tied into a bundle
that leaves a trail of dripping water. As they near the camera
we hear them singing:

GEORGE AND MARY
(singing)
Buffalo Gals can't you come out
tonight. Can't you come out tonight.
Can't you come out tonight. Buffalo
Gals can't you come out tonight and
dance by the light of the moon.

GEORGE
Hot dog! Just like an organ.

MARY
Beautiful.

CAMERA MOVES WITH them as they proceed down the street.

GEORGE
And I told Harry I thought I'd be
bored to death. You should have seen
the commotion in that locker room. I
had to knock down three people to
get this stuff we're wearing here.
Here, let me hold that old wet dress
of yours.

He takes the bundle of clothes from Mary. They stop and look
at each other.

MARY
Do I look as funny as you do?

GEORGE
I guess I'm not quite the football
type. You... look wonderful. You
know, if it wasn't me talking I'd
say you were the prettiest girl in
town.

MARY
Well, why don't you say it?

GEORGE
I don't know. Maybe I will say it.
How old are you anyway?

MARY
Eighteen.

GEORGE
Eighteen? Why, it was only last year
you were seventeen.

MARY
Too young or too old?

GEORGE
Oh, no. Just right. Your age fits
you. Yes, sir, you look a little
older without your clothes on.

Mary stops. George, to cover his embarrassment, talks quickly
on:

GEORGE
I mean, without a dress. You look
older... I mean, younger. You look
just...

In his confusion George steps on the end of the belt of Mary's
bath robe, which is trailing along behind her. She gathers
the robe around her.

GEORGE
Oh-oh...

MARY
(holding out her hand)
Sir, my train, please.

GEORGE
A pox upon me for a clumsy lout.

He picks up the belt and throws it over her arm.

GEORGE
Your... your caboose, my lady.

MARY
You may kiss my hand.

GEORGE
Ummmmm...

Holding her hand, George moves in closer to Mary.

GEORGE
Hey hey, Mary.

Mary turns away from him, singing "Buffalo Gals":

MARY
(singing)
As I was lumbering down the street...

George looks after her; then picks up a rock from the street.

GEORGE
Okay, then, I'll throw a rock at the
old Granville house.

MARY
Oh, no, don't. I love that old house.

MEDIUM LONG SHOT OLD HOUSE

It is a weather-beaten, old-fashioned two-storied house that
once was no doubt resplendent.

GEORGE
No. You see, you make a wish and
then try and break some glass. You
got to be a pretty good shot nowadays,
too.

MEDIUM CLOSEUP GEORGE AND MARY

MARY
Oh, no, George, don't. It's full of
romance, that old place. I'd like to
live in it.

GEORGE
In that place?

MARY
Uh-huh.

GEORGE
I wouldn't live in it as a ghost.
Now watch... right on the second
floor there.

MEDIUM LONG SHOT OLD HOUSE

George hurls the rock at the house. We hear the SOUND of a
window breaking.

EXT. FRONT PORCH OF HOUSE NIGHT

CLOSE SHOT

We see a grumpy old man in shirt sleeves in a rocking chair
on the porch. He looks up as he hears the breaking glass.

EXT. STREET NIGHT

CLOSEUP GEORGE AND MARY

MARY
What'd you wish, George?

GEORGE
Well, not just one wish. A whole
hatful, Mary. I know what I'm going
to do tomorrow and the next day and
the next year and the year after
that. I'm shaking the dust of this
crummy little town off my feet and
I'm going to see the world. Italy,
Greece, the Parthenon, the Colosseum.
Then I'm coming back here and go to
college and see what they know...
and then I'm going to build things.
I'm gonna build air fields. I'm
gonna build skyscrapers a hundred
stories high. I'm gonna build bridges
a mile long...

As he talks, Mary has been listening intently. She finally
stoops down and picks up a rock, weighting it in her hand.

GEORGE
Are you gonna throw a rock?

MEDIUM LONG SHOT

The old deserted house. Mary throws her rock, and once more
we hear the SOUND of breaking glass.

GEORGE
Hey, that's pretty good. What'd you
wish, Mary?

Mary looks at him provocatively, then turns and shuffles off
down the street, singing as she goes. George hurries after
her.

MARY
(singing)
Buffalo Gals, can't you come out
tonight...

George joins her in the singing as they proceed down the
street.

MARY AND GEORGE
(singing)
...can't you come out tonight, can't
you come out tonight. Buffalo Gals
can't you come out tonight and dance
by the light of the moon.

GEORGE
What'd you wish when you threw that
rock?

CLOSE SHOT

Man on the porch of house, listening to George and Mary.

MEDIUM CLOSEUP GEORGE AND MARY

They have stopped walking and now face one another.

MARY
Oh, no.

GEORGE
Come on, tell me.

MARY
If I told you it might not come true.

GEORGE
What is it you want, Mary? What do
you want? You want the moon? Just
say...

LONG SHOT

Full moon shining through the trees.

BACK TO SHOT GEORGE AND MARY

GEORGE
...the word and I'll throw a lasso
around it and pull it down. Hey,
that's a pretty good idea. I'll give
you the moon, Mary.

MARY
I'll take it. And then what?

GEORGE
Well, then you could swallow it and
it'd all dissolve, see? And the
moonbeams'd shoot out of your fingers
and your toes, and the ends of your
hair.
(pauses)
Am I talking too much?

MEDIUM CLOSEUP MAN ON PORCH OF HOUSE

As George finishes talking, he jumps up out of his chair:

MAN
Yes!! Why don't you kiss her instead
of talking her to death?

CLOSE SHOT GEORGE AND MARY

GEORGE
How's that?

MEDIUM CLOSEUP MAN ON PORCH

MAN
Why don't you kiss her instead of
talking her to death?

CLOSE SHOT GEORGE AND MARY

GEORGE
Want me to kiss her, huh?

CLOSE SHOT PORCH OF HOUSE

MAN
Aw, youth is wasted on the wrong
people.

As he speaks, the man leaves the porch and goes into his
house, slamming the front door.

CLOSE SHOT GEORGE AND MARY

GEORGE
Hey, hey, hold on. Hey, mister, come
on back out here, and I'll show you
some kissing that'll put hair back
on your head. What are you...

Mary runs off scene. George has been once more standing on
the belt of her bath robe, so as she goes, her robe comes
off.

GEORGE
(looking around)
Mary...

He drops his bundle of clothes and picks up Mary's robe. He
cannot see her anywhere.

GEORGE
Okay, I give up. Where are you?

CLOSEUP BUSH AT EDGE OF SIDEWALK

We see Mary's face peering out from the leaves.

MARY
Over here in the hydrangea bushes.

MEDIUM CLOSE SHOT GEORGE AND MARY

George walks toward the bush.

GEORGE
Here you are. Catch.

He is about to throw her the robe, when a thought strikes
him.

GEORGE
Wait a minute. What am I doing? This
is a very interesting situation.

MARY
(from the bushes)
Please give me my robe.

GEORGE
Hmm... A man doesn't get in a
situation like this every day.

MARY
(impatiently)
I'd like to have my robe.

GEORGE
Not in Bedford Falls, anyway.

Mary thrashes around in the bushes. We hear her say:

MARY
Ouch!

GEORGE
Gesundheit. This requires a little
thought here.

MARY
(getting mad)
George Bailey! Give me my robe!

GEORGE
I've heard about things like this,
but I've never...

MARY
(interrupting)
Shame on you. I'm going to tell your
mother on you.

GEORGE
Oh, my mother's way up the corner
there.

MARY
(desperate)
I'll call the police.

GEORGE
They're way downtown. They'd be on
my side, too.

MARY
I'm going to scream!

GEORGE
(thoughtfully)
Maybe I could sell tickets. Let's
see. No, the point is, in order to
get this robe... I've got it! I'll
make a deal with you, Mary.

Headlights flash into the scene, and the old Bailey automobile
drives in, with Harry at the wheel, and Uncle Billy beside
him.

UNCLE BILLY
George! George! Come on home, quick!
Your father's had a stroke!

George throws Mary's robe over the bush and gets into the
car.

GEORGE
Mary... Mary, I'm sorry. I've got to
go.

HARRY
Come on, George, let's hurry.

GEORGE
Did you get a doctor?

UNCLE BILLY
Yes, Campbell's there now.

CLOSEUP THE HYDRANGEA BUSH

As the car drives off, Mary, now wearing the robe, rises up
from the bush and follows the car with her eyes.

FADE OUT

FADE IN:

EXT. BAILEY BUILDING AND LOAN SIGN OVER ENTRANCE

INT. BAILEY BUILDING AND LOAN OFFICE DAY

CLOSE SHOT DIRECTORS MEETING

There are about twelve directors seated around a long table.
They are the substantial citizens of Bedford Falls: Dr.
Campbell, a lawyer, an insurance agent, a real estate
salesman, etc. Prominently seated among them is Henry F.
Potter, his goon beside his wheelchair. Uncle Billy and George
are seated among the directors. The Chairman of the Board is
Dr. Campbell. They have folders and papers before them, on
which they have been reporting. Before each of the directors
there are individual reports for them to study.

DR. CAMPBELL
I think that's all we'll need you
for, George. I know you're anxious
to make a train.

GEORGE
(rising)
I have a taxi waiting downstairs.

DR. CAMPBELL
I want the Board to know that George
gave up his trip to Europe to help
straighten things out here these
past few months. Good luck to you
at school, George.

GEORGE
Thanks.

DR. CAMPBELL
Now we come to the real purpose of
this meeting to appoint a successor
to our dear friend, Peter Bailey.

POTTER
Mr. Chairman, I'd like to get to my
real purpose.

MAN
Wait just a minute now.

POTTER
Wait for what? I claim this
institution is not necessary to this
town. Therefore, Mr. Chairman, I
make a motion to dissolve this
institution and turn its assets and
liabilities over to the receiver.

UNCLE BILLY
(angrily)
George, you hear what that buzzard...

LAWYER
Mr. Chairman, it's too soon after
Peter Bailey's death to discuss
chloroforming the Building and Loan.

MAN
Peter Bailey died three months ago.
I second Mr. Potter's motion.

DR. CAMPBELL
Very well. In that case I'll ask the
two executive officers to withdraw.

Dr. Campbell rises from his seat. George and Uncle Billy
start to collect their papers and leave the table.

DR. CAMPBELL
But before you go, I'm sure the whole
board wishes to express its deep
sorrow at the passing of Peter Bailey.

GEORGE
Thank you very much.

DR. CAMPBELL
It was his faith and devotion that
are responsible for this organization.

POTTER
I'll go further than that. I'll say
that to the public Peter Bailey was
the Building and Loan.

Everyone looks at him surprised.

UNCLE BILLY
(trying to control
himself)
Oh, that's fine, Potter, coming from
you, considering that you probably
drove him to his grave.

POTTER
Peter Bailey was not a business man.
That's what killed him. Oh, I don't
mean any disrespect to him, God rest
his soul. He was a man of high
ideals, so-called, but ideals without
common sense can ruin this town.
(picking up papers
from table)
Now, you take this loan here to Ernie
Bishop... You know, that fellow that
sits around all day on his brains in
his taxi. You know... I happen to
know the bank turned down this loan,
but he comes here and we're building
him a house worth five thousand
dollars. Why?

George is at the door of the office, holding his coat and
papers, ready to leave.

GEORGE
Well, I handled that, Mr. Potter.
You have all the papers there. His
salary, insurance. I can personally
vouch for his character.

POTTER
(sarcastically)
A friend of yours?

GEORGE
Yes, sir.

POTTER
You see, if you shoot pool with some
employee here, you can come and borrow
money. What does that get us? A
discontented, lazy rabble instead of
a thrifty working class. And all
because a few starry-eyed dreamers
like Peter Bailey stir them up and
fill their heads with a lot of
impossible ideas. Now, I say...

George puts down his coat and comes around to the table,
incensed by what Potter is saying about his father.

GEORGE
Just a minute just a minute. Now,
hold on, Mr. Potter. You're right
when you say my father was no business
man. I know that. Why he ever started
this cheap, penny-ante Building and
Loan, I'll never know. But neither
you nor anybody else can say anything
against his character, because his
whole life was... Why, in the twenty-
five years since he and Uncle Billy
started this thing, he never once
thought of himself. Isn't that right,
Uncle Billy? He didn't save enough
money to send Harry to school, let
alone me. But he did help a few people
get out of your slums, Mr. Potter.
And what's wrong with that? Why...
Here, you're all businessmen here.
Doesn't it make them better citizens?
Doesn't it make them better customers?
You... you said... What'd you say
just a minute ago?... They had to
wait and save their money before
they even ought to think of a decent
home. Wait! Wait for what? Until
their children grow up and leave
them? Until they're so old and broken-
down that they... Do you know how
long it takes a working man to save
five thousand dollars? Just remember
this, Mr. Potter, that this rabble
you're talking about... they do most
of the working and paying and living
and dying in this community. Well,
is it too much to have them work and
pay and live and die in a couple of
decent rooms and a bath? Anyway, my
father didn't think so. People were
human beings to him, but to you, a
warped, frustrated old man, they're
cattle. Well, in my book he died a
much richer man than you'll ever be!

POTTER
I'm not interested in your book. I'm
talking about the Building and Loan.

GEORGE
I know very well what you're talking
about. You're talking about something
you can't get your fingers on, and
it's galling you. That's what you're
talking about, I know.
(to the Board)
Well, I've said too much. I... You're
the Board here. You do what you want
with this thing. Just one thing more,
though. This town needs this measly
one-horse institution if only to
have some place where people can
come without crawling to Potter.
Come on, Uncle Billy!

George leaves the room, followed by the jubilant Uncle Billy.
Potter's face is grim with hatred. The "frustrated old man"
remark was gall in his veins.

POTTER
Sentimental hogwash! I want my
motion...

He is interrupted by a babble of talk, as the directors take
up the argument

INT. OUTER OFFICE BUILDING AND LOAN DAY

MEDIUM CLOSE SHOT

George, visibly shaken, is busy with his bag, his papers. He
is worried about the outcome of the meeting. Dissolving the
Building and Loan will alter his plans. Uncle Billy follows
him around, chattering.

UNCLE BILLY
Boy, oh, boy, that was telling him,
George, old boy. You shut his big
mouth.
(to Cousin Tilly and
Cousin Eustace)
You should have heard him.

COUSIN EUSTACE
What happened? We heard a lot of
yelling.

UNCLE BILLY
Well, we're being voted out of
business after twenty-five years.
Easy come, easy go.

COUSIN TILLY
(reading a newspaper)
Here it is, "Help Wanted Female."

MEDIUM CLOSE SHOT DOORWAY TO OFFICE

Ernie is in the doorway.

ERNIE
You still want me to hang around,
George?

MEDIUM CLOSE SHOT GEORGE AND THE OTHERS

GEORGE
(looking at his watch)
Yeah, I'll be right down.

UNCLE BILLY
Hey, you'll miss your train. You're
a week late for school already. Go
on.

GEORGE
(indicating Board
room)
I wonder what's going on in there?

UNCLE BILLY
Oh, never mind. Don't worry about
that. They're putting us out of
business. So what? I can get another
job. I'm only fifty-five.

COUSIN TILLY
Fifty-six!

UNCLE BILLY
Go on go on. Hey, look, you gave
up your boat trip, now you don't
want to miss college too, do you?

Dr. Campbell comes running out, all excited.

DR. CAMPBELL
George! George! They voted Potter
down! They want to keep it going!

Cousin Eustace, Cousin Tilly and Uncle Billy cheer wildly.
Dr. Campbell and George shake hands.

UNCLE BILLY
Whoopee!

DR. CAMPBELL
But they've got one condition only
one condition.

GEORGE
What's that?

DR. CAMPBELL
That's the best part of it. They've
appointed George here as executive
secretary to take his father's place.

GEORGE
Oh, no! But, Uncle Billy...

DR. CAMPBELL
You can keep him on. That's all right.
As secretary you can hire anyone you
like.

GEORGE
(emphatically)
Dr. Campbell, now let's get this
thing straight. I'm leaving. I'm
leaving right now. I'm going to
school. This is my last chance. Uncle
Billy here, he's your man.

DR. CAMPBELL
But, George, they'll vote with Potter
otherwise.

LAP DISSOLVE

EXT. SKY NIGHT

The same stars we saw in the opening sequence are once more
twinkling as we hear the voices form Heaven

CLARENCE'S VOICE
I know. I know. He didn't go.

JOSEPH'S VOICE
That's right. Not only that, but he
gave his school money to his brother
Harry, and sent him to college. Harry
became a football star made second
team All American.

CLARENCE'S VOICE
Yes, but what happened to George?

LAP DISSOLVE

EXT. RAILROAD STATION DAY FOUR YEARS LATER

MEDIUM SHOT

Characteristic activity; a number of people waiting for the
train. Uncle Billy is seated on a baggage wagon eating
peanuts as George paces up and down in front of him.

JOSEPH'S VOICE
George got four years older, waiting
for Harry to come back and take over
the Building and Loan.

GEORGE
Oh, there are plenty of jobs around
for somebody that likes to travel.
Look at this.
(takes some folders
from his pocket)
There... Venezuela oil fields
wanted, man with construction
experience. Here's the Yukon, right
here wanted, man with engineering
experience.

The WHISTLE of the approaching train is heard.

GEORGE
Thar she blows. You know what the
three most exciting sounds in the
world are?

UNCLE BILLY
Uh-huh. Breakfast is served; lunch
is served; dinner...

GEORGE
No, no, no, no! Anchor chains, plane
motors, and train whistles.

UNCLE BILLY
Peanut?

WIPE TO:

EXT. TRAIN DAY

MEDIUM SHOT

The train comes to a stop, and Harry is among the first to
get off, followed by an attractive girl about the same age
as he is. George rushes into the shot, and as the brothers
embrace:

GEORGE
(joyously)
There's the professor now! Old
professor, Phi Beta Kappa Bailey!
All American!

HARRY
Well, if it isn't old George
Geographic Explorer Bailey! What? No
husky dogs? No sled?
(to Uncle Billy)
Uncle Billy, you haven't changed a
bit.

UNCLE BILLY
Nobody ever changes around here. You
know that.

GEORGE
Oh, am I glad to see you.

HARRY
Say, where's Mother?

GEORGE
She's home cooking the fatted calf.
Come on, let's go.

HARRY
Oh, wait. Wait... Wait a minute.

CLOSE SHOT

The group, including Ruth Dakin. This is the young lady who
came off the train with Harry. In the excitement of greetings
she has been momentarily forgotten. She stands, smiling,
waiting.

GEORGE
Hello.

UNCLE BILLY
How do you do.

HARRY
Ruth Dakin.

RUTH
Ruth Dakin Bailey, if you don't mind.

George and Uncle Billy stare, astounded.

UNCLE BILLY
Huh?

HARRY
Well, I wired you I had a surprise.
Here she is. Meet the wife.

George is thunderstruck. He takes Ruth's hand.

UNCLE BILLY
Well, what do you know wife.

GEORGE
Well, how do you do. Congratulations.
Congratulations. What am I doing?

He kisses Ruth. CAMERA MOVES WITH them down the platform.

GEORGE
Harry, why didn't you tell somebody?
(to Ruth)
What's a pretty girl like you doing
marrying this two-headed brother of
mine?

RUTH
(smiling)
Well, I'll tell you. It's purely
mercenary. My father offered him a
job.

George stops, with a sinking feeling. Uncle Billy and Ruth
continue out of shot. Harry stops with George.

UNCLE BILLY
(as he moves off)
Oh, he gets you and a job? Well,
Harry's cup runneth over.

HARRY
George... about that job. Ruth spoke
out of turn. I never said I'd take
it. You've been holding the bag here
for four years, and... well, I won't
let you down, George. I would like
to... Oh, wait a minute. I forgot
the bags. I'll be right back.

He runs out of the shot, George watching him.

CLOSE SHOT

George slowly moves after Uncle Billy and Ruth. He is thinking
deeply.

UNCLE BILLY'S VOICE
It was a surprise to me. This is the
new Mrs. Bailey, my nephew's wife.
Old, old friend of the family.

RUTH'S VOICE
Oh, of course. I've heard him speak
of you.

UNCLE BILLY'S VOICE
And I want to tell you, we're going
to give the biggest party this town
ever saw.

CAMERA MOVES WITH George as he comes into the scene. Ruth
detaches herself from the group and offers George some
popcorn.

RUTH
(to George)
Here, have some popcorn. George,
George, George... that's all Harry
ever talks about.

GEORGE
(quietly)
Ruth, this... what about this job?

RUTH
Oh, well, my father owns a glass
factory in Buffalo. He wants to get
Harry started in the research
business.

GEORGE
Is it a good job?

RUTH
Oh, yes, very. Not much money, but a
good future, you know. Harry's a
genius at research. My father fell
in love with him.

GEORGE
And you did, too?

Ruth nods, smiling.

WIPE TO:

EXT. FRONT PORCH BAILEY HOME NIGHT

MEDIUM CLOSE SHOT

Cousin Eustace is taking a photograph of the family group
assembled on the porch. Flash bulbs go off, and the group
breaks up. The crowd enters the front door of the house,
leaving George and Uncle Billy on the porch.

CLOSE SHOT GEORGE AND UNCLE BILLY

The latter is tipsy. He feels very high.

UNCLE BILLY
Oh, boy, oh boy, oh boy. I feel so
good I could spit in Potter's eye. I
think I will. What did you say, huh?
Oh, maybe I'd better go home.

He looks around for his hat, which is on his head.

UNCLE BILLY
Where's my hat? Where's my...

George takes the hat from Uncle Billy's head and hands it to
him.

UNCLE BILLY
Oh, thank you, George. Which one is
mine?

GEORGE
(laughing)
The middle one.

UNCLE BILLY
Oh, thank you, George, old boy, old
boy. Now, look if you'll point me
in the right direction... would you
do that? George?

GEORGE
Right down here.

They descend the porch steps, and George turns his uncle
around and heads him down the street.

UNCLE BILLY
Old Building and Loan pal, huh...

GEORGE
Now you just turn this way and go
right straight down.

UNCLE BILLY
That way, huh?

He staggers out of the scene, and as George turns away, we
hear Uncle Billy singing "My Wild Irish Rose." There is a
CRASH of cans and bottles, then:

UNCLE BILLY'S VOICE
I'm all right. I'm all right. "...
the sweetest flower that grows... "

EXT. HOUSE NIGHT

MEDIUM CLOSE SHOT

George is standing at the garden gate. He takes some travel
folders from his pocket, looks at them and throws them away.
He is obviously disturbed about the latest turn of events.
His mother comes out of the house and kisses him.

GEORGE
Hello, Mom.

MRS. BAILEY
(as she kisses him)
That's for nothing. How do you like
her?

She nods toward the house, where Harry and Ruth, among a
crowd of other couples, are dancing to the MUSIC of a
phonograph, and can be seen through the front door.

GEORGE
She's swell.

MRS. BAILEY
Looks like she can keep Harry on his
toes.

GEORGE
Keep him out of Bedford Falls, anyway.

MRS. BAILEY
Did you know that Mary Hatch is back
from school?

GEORGE
Uh-huh.

MRS. BAILEY
Came back three days ago.

GEORGE
Hmmmm...

MRS. BAILEY
Nice girl, Mary.

GEORGE
Hmmmm...

MRS. BAILEY
Kind that will help you find the
answers, George.

GEORGE
Hmmm...

MRS. BAILEY
Oh, stop that grunting.

GEORGE
Hmmm...

MRS. BAILEY
Can you give me one good reason why
you shouldn't call on Mary?

GEORGE
Sure Sam Wainwright.

MRS. BAILEY
Hmmm?

GEORGE
Yes. Sam's crazy about Mary.

MRS. BAILEY
Well, she's not crazy about him.

GEORGE
Well, how do you know? Did she discuss
it with you?

MRS. BAILEY
No.

GEORGE
Well then, how do you know?

MRS. BAILEY
Well, I've got eyes, haven't I? Why,
she lights up like a firefly whenever
you're around.

GEORGE
Oh...

MRS. BAILEY
And besides, Sam Wainwright's away
in New York, and you're here in
Bedford Falls.

GEORGE
And all's fair in love and war?

MRS. BAILEY
(primly)
I don't know about war.

GEORGE
Mother, you know, I can see right
through you right back to your
back collar button... trying to get
rid of me, huh?

MRS. BAILEY
Uh-huh.

They kiss. Mrs. Bailey puts George's hat on his head.

GEORGE
Well, here's your hat, what's your
hurry? All right, Mother, old
Building and Loan pal, I think I'll
go out and find a girl and do a little
passionate necking.

MRS. BAILEY
Oh, George!

GEORGE
Now, if you'll just point me in the
right direction... This direction?
(as he leaves)
Good night, Mrs. Bailey.

WIPE TO:

EXT. MAIN STREET BEDFORD FALLS NIGHT

CLOSE SHOT

George is standing in the middle of the street, hands in his
pockets. As a girl passes, he turns and watches her for a
moment. He is obviously undecided as to what he wants to
do.

EXT. VIOLET BICK'S BEAUTY SHOP NIGHT

MEDIUM SHOT

Violet is locking up for the night. A couple of men are
crowding around her, each one bent on taking her out. There
is laughter, kidding and pawing. She looks up and sees George
standing there.

VIOLET
(to the two men)
Excuse me...

MAN
Now, wait a minute.

VIOLET
I think I got a date. But stick
around, fellows, just in case, huh?

MAN
We'll wait for you, baby.

CAMERA PANS WITH Violet as she crosses the street to George.

MEDIUM CLOSE SHOT GEORGE AND VIOLET

VIOLET
Hello, Georgie-Porgie.

GEORGE
Hello, Vi.

He looks her over. Violet takes her beauty shop seriously
and she's an eyeful. She senses the fact that George is far
from immune to her attractions. She links her arm in his and
continues on down the street with him.

CLOSE MOVING SHOT GEORGE AND VIOLET

VIOLET
What gives?

GEORGE
Nothing.

VIOLET
Where are you going?

GEORGE
Oh, I'll probably end up down at the
library.

They stop walking and face one another.

VIOLET
George, don't you ever get tired of
just reading about things?

Her eyes are seductive and guileful as she looks up at him.
He is silent for a moment, then blurts out:

GEORGE
Yes... what are you doing tonight?

VIOLET
(feigned surprise)
Not a thing.

GEORGE
Are you game, Vi? Let's make a night
of it.

VIOLET
(just what she wanted)
Oh, I'd love it, Georgie. What'll we
do?

GEORGE
Let's go out in the fields and take
off our shoes and walk through the
grass.

VIOLET
Huh?

GEORGE
Then we can go up to the falls. It's
beautiful up there in the moonlight,
and there's a green pool up there,
and we can swim in it. Then we can
climb Mt. Bedford, and smell the
pines, and watch the sunrise against
the peaks, and... we'll stay up there
the whole night, and everybody'll be
talking and there'll be a terrific
scandal...

VIOLET
(interrupting)
George, have you gone crazy? Walk in
the grass in my bare feet? Why, it's
ten miles up to Mt. Bedford.

GEORGE
Shhh...

VIOLET
(angrily)
You think just because you...

By this time a small crowd has collected to watch the above
scene. Violet is furious and talking in a loud voice, and
George is trying to quiet her. Finally:

GEORGE
Okay, just forget about the whole
thing.

As George stalks off, the crowd breaks into laughter, and we

WIPE TO:

EXT. RESIDENTIAL STREET NIGHT

CLOSE SHOT

George is walking slowly past the Hatch home. He stares
meditatively at the simple dwelling, then he starts walking
ahead. But after a few steps he turns around and starts
back. He walks past the house a few yards, turns, and starts
back again.

INT. BEDROOM WINDOW HATCH HOME NIGHT

CLOSE SHOT

Mary is looking out the window, watching George walk back
and forth.

MARY
What are you doing, picketing?

George stops, startled, and looks up.

GEORGE
Hello, Mary. I just happened to be
passing by.

MARY
Yeah, so I noticed. Have you made up
your mind?

GEORGE
How's that?

MARY
Have you made up your mind?

GEORGE
About what?

MARY
About coming in. Your mother just
phoned and said you were on your way
over to pay me a visit.

EXT. STREET NIGHT

MEDIUM LONG SHOT

George looks surprised at this.

GEORGE
My mother just called you? Well, how
did she know?

MARY
Didn't you tell her?

GEORGE
I didn't tell anybody. I just went
for a walk and happened to be passing
by...

But Mary has disappeared from the window.

GEORGE
(to himself)
What do you... went for a walk, that's
all.

INT. HATCH HOME NIGHT

MEDIUM CLOSE SHOT

Mary is running down the stairs.

MARY
(calling off)
I'll be downstairs, mother.

MRS. HATCH'S VOICE
All right, dear.

Mary looks in a mirror at the bottom of the stairs and fixes
her hair. She is plainly excited at George's visit. She runs
into the parlor and puts a sketch on an easel.

INSERT: THE SKETCH

It is a caricature of George throwing a lasso around the
moon. Lettering on the drawing says: "George Lassos The
Moon."

BACK TO SHOT

Mary runs into the hall, opens the phonograph and puts on a
record of "Buffalo Gals." Then she opens the front door and
stands there waiting for George.

INT. DOORWAY NIGHT

MEDIUM CLOSE SHOT

George is struggling with the gate he finally kicks it
open and starts slowly up the path toward Mary.

MARY
Well, are you coming in or aren't
you?

GEORGE
Well, I'll come in for a minute, but
I didn't tell anybody I was coming
over here.

CLOSE SHOT

Mary and George are in the entrance hall.

GEORGE
When did you get back?

MARY
Tuesday.

GEORGE
Where'd you get that dress?

MARY
Do you like it?

GEORGE
It's all right. I thought you'd go
back to New York like Sam and Ingie,
and the rest of them.

MARY
Oh, I worked there for a couple of
vacations, but I don't know... I
guess I was homesick.

GEORGE
(shocked)
Homesick? For Bedford Falls?

MARY
Yes, and my family and... oh,
everything. Would you like to sit
down?

They go through the doorway into the parlor.

GEORGE
All right, for a minute. I still
can't understand it though. You know
I didn't tell anybody I was coming
here.

MARY
Would you rather leave?

GEORGE
No, I don't want to be rude.

MARY
Well, then, sit down.

George sees the cartoon on the easel and bends down for a
close look at it.

GEORGE
(indicating cartoon)
Some joke, huh?

CLOSE SHOT

George and Mary sitting on the divan. He is uncomfortable,
and she tries desperately to keep the conversation alive.

GEORGE
Well, I see it still smells like
pine needles in here.

MARY
Thank you.

There is silence for a moment, then Mary joins in singing
with the phonograph record which has been playing all through
the above scene:

MARY
(singing)
"And dance by the light..."

GEORGE
What's the matter? Oh, yeah... yeah...

He looks at his watch, as though about to leave.

GEORGE
Well, I...

MARY
(desperately)
It was nice about your brother Harry,
and Ruth, wasn't it?

GEORGE
Oh... yeah, yeah. That's all right.

MARY
Don't you like her?

GEORGE
Well, of course I like her. She's a
peach.

MARY
Oh, it's just marriage in general
you're not enthusiastic about, huh?

GEORGE
No, marriage is all right for Harry,
and Marty, and Sam and you.

INT. STAIRS

MEDIUM CLOSE SHOT

Mrs. Hatch, in a bathrobe, and with her hair in curlers, is
leaning over the banister as she calls:

MRS. HATCH
Mary! Mary!

INT. PARLOR NIGHT

CLOSE SHOT

George and Mary seated on the divan.

MRS. HATCH'S VOICE
Who's down there with you?

MARY
It's George Bailey, Mother.

MRS. HATCH'S VOICE
George Bailey? What's he want?

MARY
I don't know.
(to George)
What do you want?

GEORGE
(indignant)
Me? Not a thing. I just came in to
get warm.

MARY
(to mother)
He's making violent love to me,
Mother.

George is aghast.

MRS. HATCH'S VOICE
You tell him to go right back home,
and don't you leave the house, either.
Sam Wainwright promised to call you
from New York tonight.

GEORGE
(heatedly)
But your mother needn't... you know
I didn't come here to... to... to...

MARY
(rising)
What did you come here for?

GEORGE
I don't know. You tell me. You're
supposed to be the one that has all
the answers. You tell me.

MARY
(terribly hurt)
Oh, why don't you go home?

GEORGE
(almost shouting)
That's where I'm going. I don't know
why I came here in the first place!
Good night!

As George leaves the room, the telephone in the hall starts
ringing.

MARY
(to George)
Good night!

MRS. HATCH'S VOICE
Mary! Mary! The telephone! It's Sam!

INT. HALL NIGHT

MEDIUM CLOSE SHOT

Mary comes into the hall.

MARY
(almost weeping)
I'll get it.

As Mary comes into the hall, she stops by the phonograph,
which is still playing "Buffalo Gals," takes off the record
with a jerk, and smashes it against the machine. The phone
is still ringing.

MRS. HATCH
Mary, he's waiting!

MARY
Hello.

As Mary picks up the phone, George comes in from the front
porch.

GEORGE
I forgot my hat.

MARY
(overly enthusiastic)
Hee-haw! Hello, Sam, how are you?

SAM'S VOICE
Aw, great. Gee, it's good to hear
your voice again.

George has stopped, hat in hand, to hear the first greetings.

MARY
Oh, well, that's awfully sweet of
you, Sam.
(glances toward door,
sees George still
there)
There's an old friend of yours here.
George Bailey.

SAM
You mean old moss-back George?

MARY
Yes, old moss-back George.

SAM'S VOICE
Hee-haw! Put him on.

MARY
Wait a minute. I'll call him.
(calling)
George!

MRS. HATCH
He doesn't want to speak to George,
you idiot!

MARY
He does so. He asked for him.
(calling)
Geo... George, Sam wants to speak to
you.

She hands the instrument to George.

GEORGE
Hello, Sam.

INT. SAM'S NEW YORK OFFICE NIGHT

MEDIUM CLOSE SHOT

Sam is seated at his desk, while a couple of his friends are
nearby, with highballs in their hands.

SAM
(into phone)
Well, George Baileyoffski! Hey, a
fine pal you are. What're you trying
to do? Steal my girl?

INT. HATCH HALL NIGHT

MEDIUM CLOSE SHOT GEORGE AND MARY

GEORGE
(into phone)
What do you mean? Nobody's trying to
steal your girl. Here... here's Mary.

SAM'S VOICE
No, wait a minute. Wait a minute. I
want to talk to both of you. Tell
Mary to get on the extension.

GEORGE
(to Mary)
Here. You take it. You tell him.

MARY
Mother's on the extension.

INT. UPPER HALLWAY NIGHT

CLOSE SHOT MRS. HATCH

As she hears this, she hastily hangs up the extension phone
on which she has been listening.

BACK TO SHOT GEORGE AND MARY

MARY
We can both hear. Come here.

Mary takes the telephone from George and holds it so that of
necessity George's cheek is almost against hers. He is very
conscious of her proximity.

MARY
(on phone)
We're listening, Sam.

SAM'S VOICE
I have a big deal coming up that's
going to make us all rich. George,
you remember that night in Martini's
bar when you told me you read
someplace about making plastics out
of soybeans?

GEORGE
Huh? Yeah-yeah-yeah... soybeans.
Yeah.

SAM'S VOICE
Well, Dad's snapped up the idea.
He's going to build a factory outside
of Rochester. How do you like that?

Mary is watching George interestedly. George is very conscious
of her, close to him.

GEORGE
Rochester? Well, why Rochester?

SAM'S VOICE
Well, why not? Can you think of
anything better?

GEORGE
Oh, I don't know... why not right
here? You remember that old tool
and machinery works? You tell your
father he can get that for a song.
And all the labor he wants, too.
Half the town was thrown out of work
when they closed down.

SAM'S VOICE
That so? Well, I'll tell him. Hey,
that sounds great! Oh, baby, I knew
you'd come through. Now, here's the
point. Mary, Mary, you're in on this
too. Now listen. Have you got any
money?

GEORGE
Money? Yeah... well, a little.

SAM'S VOICE
Well, now listen. I want you to put
every cent you've got into our stock,
you hear? And George, I may have a
job for you; that is, unless you're
still married to that broken-down
Building and Loan. This is the biggest
thing since radio, and I'm letting
you in on the ground floor. Oh,
Mary... Mary...

MARY
(nervously)
I'm here.

SAM'S VOICE
Would you tell that guy I'm giving
him the chance of a lifetime, you
hear? The chance of a lifetime.

As Mary listens, she turns to look at George, her lips almost
on his lips.

MARY
(whispering)
He says it's the chance of a lifetime.

George can stand it no longer. He drops the phone with a
crash, grabs Mary by the shoulders and shakes her. Mary begins
to cry.

GEORGE
(fiercely)
Now you listen to me! I don't want
any plastics! I don't want any ground
floors, and I don't want to get
married ever to anyone! You
understand that? I want to do what I
want to do. And you're... and
you're...

He pulls her to him in a fierce embrace. Two meant for each
other find themselves in tearful ecstasy.

GEORGE
Oh, Mary... Mary...

MARY
George... George... George...

GEORGE
Mary...

CLOSE SHOT

Mrs. Hatch is at the top of the stairs. She practically faints
at what she sees.

WIPE TO:

INT. FRONT HALL BAILEY HOME DAY SEVERAL MONTHS LATER

CLOSEUP

Cousin Tilly's face fills the screen as she cries:

COUSIN TILLY
Here they come!

CAMERA PULLS BACK, and we hear the SOUND of the Wedding March.
People are crowded into the rooms: family, friends, neighbors.
There is a din of conversation. Mary and George appear at
the top of the stairs in traveling clothes, with Mrs. Hatch,
red-eyed, behind them. Mary throws her bouquet, which is
caught by Violet Bick. As they come out onto the porch, we
see that it is raining. Nevertheless, Cousin Eustace has
his camera equipment set up and is taking pictures of the
group. George and Mary dodge through the rain and a shower
of rice and get into Ernie's taxicab, which pulls away from
the curb.

EXT. PORCH OF BAILEY HOUSE DAY

CLOSE SHOT

Mrs. Bailey and Annie, the maid.

MRS. BAILEY
First Harry, now George. Annie, we're
just two old maids now.

ANNIE
You speak for yourself, Mrs. B.

INT. ERNIE'S CAB DAY

CLOSE SHOT GEORGE, MARY AND ERNIE

George and Mary are in each other's arms.

ERNIE
If either of you two see a stranger
around here, it's me.

GEORGE
Hey, look! Somebody's driving this
cab.

Ernie reaches over and hands George a bottle of champagne
done up in gift wrappings.

ERNIE
Bert, the cop, sent this over. He
said to float away to Happy Land on
the bubbles.

GEORGE
Oh, look at this. Champagne!

MARY
Good old Bert.

ERNIE
By the way, where are you two going
on this here now honeymoon?

GEORGE
Where are we going?
(takes out a fat roll
of bills)
Look at this. There's the kitty,
Ernie. Here, come on, count it,
Mary.

MARY
I feel like a bootlegger's wife.
(holding up the money)
Look!

GEORGE
You know what we're going to do?
We're going to shoot the works. A
whole week in New York. A whole week
in Bermuda. The highest hotels the
oldest champagne the richest caviar
the hottest music, and the prettiest
wife!

ERNIE
That does it! Then what?

GEORGE
(to Mary)
Then what, honey?

MARY
After that, who cares?

GEORGE
That does it come here.

The cab passes the bank, and Ernie sees a crowd of people
around the door. He stops the cab.

LONG SHOT

Scurrying people under umbrellas, swarming around the bank
doors. Panic is in the air. Attendants are trying to close
down. Several people come running past the cab.

INT. CAB

CLOSE SHOT GEORGE, MARY AND ERNIE

ERNIE
Don't look now, but there's something
funny going on over there at the
bank, George, I've never really seen
one, but that's got all the earmarks
of a run.

PASSERBY
Hey, Ernie, if you got any money in
the bank, you better hurry.

MARY
George, let's not stop. Let's go!

George gets out of the cab and looks down the street.

GEORGE
Just a minute, dear. Oh-oh...

MARY
Please, let's not stop, George.

GEORGE
I'll be back in a minute, Mary.

George runs off up the street, toward the Building and Loan.

EXT. BUILDING AND LOAN DAY

CLOSE SHOT SIDEWALK

An iron grill blocks the street entrance to the Building and
Loan. It has been locked. A crowd of men and women are
waiting around the grill. They are simply-dressed people, to
whom their savings are a matter of life and death. George
comes in with an assumed cheerful manner. The people look at
him silently, half shamefaced, but grimly determined on their
rights. In their hearts there is panic and fear.

GEORGE
Hello, everybody. Mrs. Thompson, how
are you? Charlie? What's the matter
here, can't you get in?

No one answers. He quickly unlocks the grill door and pushes
it open. Followed by the crowd, George runs upstairs and
into the outer offices of the Building and Loan.

INT. OUTER OFFICE BUILDING AND LOAN DAY

MEDIUM CLOSE SHOT

George, followed by the still-silent people, comes in. Uncle
Billy is standing in the doorway to his private office, taking
a drink from a bottle. He motions to George to join him.

GEORGE
What is this, Uncle Billy? A holiday?

UNCLE BILLY
George...

He points to George's office. George turns back cheerfully
to the crowd.

GEORGE
Come on in, everybody. That's right,
just come in.

George vaults over the counter.

GEORGE
Now look, why don't you all sit down.
There are a lot of seats over there.
Just make yourselves at home.

UNCLE BILLY
George, can I see you a minute?

The people ignore George and remain standing in front of the
teller's window. They all have their passbooks out. George
hurries into his office where Uncle Billy is waiting for
him.

INT. GEORGE'S OFFICE DAY

CLOSE SHOT GEORGE AND UNCLE BILLY

GEORGE
Why didn't you call me?

UNCLE BILLY
I just did, but they said you left.
This is a pickle, George, this is a
pickle.

GEORGE
All right now, what happened? How
did it start?

UNCLE BILLY
How does anything like this ever
start? All I know is the bank called
our loan.

GEORGE
When?

UNCLE BILLY
About an hour ago. I had to hand
over all our cash.

GEORGE
All of it?

UNCLE BILLY
Every cent of it, and it still was
less than we owe.

GEORGE
Holy mackerel!

UNCLE BILLY
And then I got scared, George, and
closed the doors. I... I... I...

GEORGE
The whole town's gone crazy.

The telephone rings. Uncle Billy picks it up.

UNCLE BILLY
Yes, hello? George... it's Potter.

GEORGE
Hello?

INT. POTTER'S LIBRARY DAY

MEDIUM SHOT

Potter seated behind his desk, his goon alongside him.
Standing in front of the desk is a distinguished-looking
man, obviously the president of the bank. He is mopping his
brow with his handkerchief.

POTTER
George, there is a rumor around town
that you've closed your doors. Is
that true? Oh, well, I'm very glad
to hear that... George, are you all
right? Do you need any police?

INT. GEORGE'S OFFICE DAY

CLOSE SHOT GEORGE AND UNCLE BILLY

GEORGE
(on phone)
Police? What for?

INT. POTTER'S OFFICE DAY

MEDIUM CLOSE SHOT POTTER TALKING ON PHONE

POTTER
Well, mobs get pretty ugly sometimes,
you know. George, I'm going all out
to help in this crisis. I've just
guaranteed the bank sufficient funds
to meet their needs. They'll close
up for a week, and then reopen.

INT. GEORGE'S OFFICE DAY

CLOSE SHOT GEORGE AND UNCLE BILLY

GEORGE
(to Uncle Billy)
He just took over the bank.

INT. POTTER'S OFFICE DAY

CLOSE SHOT POTTER ON PHONE

POTTER
I may lose a fortune, but I'm willing
to guarantee your people too. Just
tell them to bring their shares over
here and I will pay them fifty cents
on the dollar.

INT. GEORGE'S OFFICE DAY

CLOSE SHOT GEORGE AND UNCLE BILLY

GEORGE
(furiously)
Aw, you never miss a trick, do you,
Potter? Well, you're going to miss
this one.

George bangs the receiver down and turns to meet Uncle Billy's
anxious look.

INT. POTTER'S OFFICE

CLOSEUP POTTER ON PHONE

POTTER
If you close your doors before six
P.M. you will never reopen.

He realizes George has hung up, and clicks the phone
furiously.

INT. GEORGE'S OFFICE DAY

CLOSE SHOT GEORGE AND UNCLE BILLY

UNCLE BILLY
George, was it a nice wedding? Gosh,
I wanted to be there.

GEORGE
Yeah...
(looks at string on
Uncle Billy's finger)
...you can take this one off now.

An ominous SOUND of angry voices comes from the other room.
George and Uncle Billy exit from George's office.

INT. OUTER OFFICE BUILDING AND LOAN DAY

MEDIUM CLOSE SHOT

More people have crowded around the counter. Their muttering
stops and they stand silent and grim. There is panic in their
faces.

GEORGE
Now, just remember that this thing
isn't as black as it appears.

As George speaks, sirens are heard passing in the street
below. The crowd turn to the windows, then back to George.

GEORGE
I have some news for you, folks.
I've just talked to old man Potter,
and he's guaranteed cash payments at
the bank. The bank's going to reopen
next week.

ED
But, George, I got my money here.

CHARLIE
Did he guarantee this place?

GEORGE
Well, no, Charlie. I didn't even ask
him. We don't need Potter over here.

Mary and Ernie have come into the room during this scene.
Mary stands watching silently.

CHARLIE
I'll take mine now.

GEORGE
No, but you... you... you're thinking
of this place all wrong. As if I had
the money back in a safe. The money's
not here. Your money's in Joe's
house...
(to one of the men)
...right next to yours. And in the
Kennedy house, and Mrs. Macklin's
house, and a hundred others. Why,
you're lending them the money to
build, and then, they're going to
pay it back to you as best they can.
Now what are you going to do?
Foreclose on them?

TOM
I got two hundred and forty-two
dollars in here, and two hundred and
forty-two dollars isn't going to
break anybody.

MEDIUM CLOSE SHOT ANOTHER ANGLE

GEORGE
(handing him a slip)
Okay, Tom. All right. Here you are.
You sign this. You'll get your money
in sixty days.

TOM
Sixty days?

GEORGE
Well, now that's what you agreed to
when you bought your shares.

There is a commotion at the outer doors. A man (Randall)
comes in and makes his way up to Tom.

RANDALL
Tom... Tom, did you get your money?

TOM
No.

RANDALL
Well, I did. Old man Potter'll pay
fifty cents on the dollar for every
share you got.
(shows bills)

CROWD
(ad lib)
Fifty cents on the dollar!

RANDALL
Yes, cash!

TOM
(to George)
Well, what do you say?

GEORGE
Now, Tom, you have to stick to your
original agreement. Now give us sixty
days on this.

TOM
(turning to Randall)
Okay, Randall.

He starts out.

MRS. THOMPSON
Are you going to go to Potter's?

TOM
Better to get half than nothing.

A few other people start for the door. CAMERA PANS WITH
George as he vaults over the counter quickly, speaking to
the people.

GEORGE
Tom! Tom! Randall! Now wait... now
listen... now listen to me. I beg of
you not to do this thing. If Potter
gets hold of this Building and Loan
there'll never be another decent
house built in this town. He's already
got charge of the bank. He's got
the bus line. He's got the department
stores. And now he's after us. Why?
Well, it's very simple. Because we're
cutting in on his business, that's
why. And because he wants to keep
you living in his slums and paying
the kind of rent he decides.

The people are still trying to get out, but some of them
have stood still, listening to him. George has begun to make
an impression on them.

GEORGE
Joe, you lived in one of his houses,
didn't you? Well, have you forgotten?
Have you forgotten what he charged
you for that broken-down shack?
(to Ed)
Here, Ed. You know, you remember
last year when things weren't going
so well, and you couldn't make your
payments. You didn't lose your house,
did you? Do you think Potter would
have let you keep it?
(turns to address the
room again)
Can't you understand what's happening
here? Don't you see what's happening?
Potter isn't selling. Potter's buying!
And why? Because we're panicky and
he's not. That's why. He's picking
up some bargains. Now, we can get
through this thing all right. We've
got to stick together, though. We've
got to have faith in each other.

MRS. THOMPSON
But my husband hasn't worked in over
a year, and I need money.

WOMAN
How am I going to live until the
bank opens?

MAN
I got doctor bills to pay.

MAN
I need cash.

MAN
Can't feed my kids on faith.

During this scene Mary has come up behind the counter.
Suddenly, as the people once more start moving toward the
door, she holds up a roll of bills and calls out

MARY
How much do you need?

George jumps over the counter and takes the money from Mary.

GEORGE
Hey! I got two thousand dollars!
Here's two thousand dollars. This'll
tide us over until the bank reopen.
(to Tom)
All right, Tom, how much do you need?

TOM
(doggedly)
Two hundred and forty-two dollars!

GEORGE
(pleading)
Aw, Tom, just enough to tide you
over till the bank reopens.

TOM
I'll take two hundred and forty-two
dollars.

George starts rapidly to count out the money. Tom throws his
passbook on the counter.

GEORGE
There you are.

TOM
That'll close my account.

GEORGE
Your account's still here. That's a
loan.

Mary turns and slips out through the crowd, followed by Ernie.
George hands the two hundred and forty-two dollars to Tom,
and speaks to Ed, the next in line.

GEORGE
Okay. All right, Ed?

ED
I got three hundred dollars here,
George.

Uncle Billy takes out his wallet and takes out all the cash
he's got.

GEORGE
Aw, now, Ed... what'll it take till
the bank reopens? What do you need?

ED
Well, I suppose twenty dollars.

GEORGE
Twenty dollars. Now you're talking.
Fine. Thanks, Ed.
(to Mrs. Thompson,
next in line)
All right, now, Mrs. Thompson. How
much do you want?

MRS. THOMPSON
But it's your own money, George.

GEORGE
Never mind about that. How much do
you want?

MRS. THOMPSON
I can get along with twenty, all
right.

GEORGE
(counting it out)
Twenty dollars.

MRS. THOMPSON
And I'll sign a paper.

GEORGE
You don't have to sign anything. I
know you'll pay it back when you
can. That's okay.
(to woman next in
line)
All right, Mrs. Davis.

MRS. DAVIS
Could I have seventeen-fifty?

GEORGE
Seven...
(he kisses her)
Bless your heart, Of course you can
have it. You got fifty cents?
(counting)
Seven...

WIPE TO:

INT. OUTER OFFICE BUILDING AND LOAN NIGHT

CLOSE SHOT

George, Uncle Billy and Cousin Tilly are behind the counter,
watching the minute hand of a clock on the wall as George
counts off the seconds. Cousin Eustace is ready to close the
door.

UNCLE BILLY
(excitedly)
We're going to make it, George.
They'll never close us up today!

GEORGE
(counting)
Six... five... four... three... two...
one... Bingo!

Cousin Eustace slams and locks the door, and scurries around
the counter to join the others.

GEORGE
We made it! Look...
(holds up two bills)
... look, we're still in business!
We've still got two bucks left!

Uncle Billy is taking a drink out of his bottle.

GEORGE
Well, let's have some of that. Get
some glasses, Cousin Tilly.
(to Uncle Billy)
We're a couple of financial wizards.

UNCLE BILLY
Those Rockefellers!

GEORGE
Get a tray for these great big
important simoleons.

UNCLE BILLY
We'll save them for seed. A toast!
They raise their glasses.

GEORGE
A toast! A toast to Papa Dollar and
to Mama Dollar, and if you want the
old Building and Loan to stay in
business, you better have a family
real quick.

COUSIN TILLY
I wish they were rabbits.

GEORGE
I wish they were too. Okay, let's
put them in the safe and see what
happens.

The four of them parade through the office; George puts the
two dollars in the safe.

CLOSE SHOT GROUP AROUND THE SAFE DOOR

As George comes out:

COUSIN EUSTACE
(handing out cigars)
Wedding cigars!

GEORGE
(startled)
Oh-oh... wedding! Holy mackerel, I'm
married! Where's Mary? Mary...
(he runs around looking
for her)
Poor Mary. Look, I've got a train to
catch.
(looks at his watch)
Well, the train's gone. I wonder if
Ernie's still here with his taxicab?

George rushes into his office to look out the window.

COUSIN TILLY
(on telephone)
George, there's a call for you.

GEORGE
Look, will you get my wife on the
phone? She's probably over at her
mother's.

COUSIN TILLY
Mrs. Bailey is on the phone.

INT. GEORGE'S OFFICE

MEDIUM CLOSEUP GEORGE IS THOROUGHLY RATTLED

GEORGE
I don't want Mrs. Bailey. I want my
wife. Mrs. Bailey! Oh, that's my
wife! Here, I'll take it in here.
(picks up phone)
Mary? Hello. Listen, dear, I'm
sorry... What? Come home? What home?
Three-twenty Sycamore? Well, what...
whose home is that? The Waldorf Hotel,
huh?

WIPE TO:

EXT. OLD GRANVILLE HOUSE NIGHT

MEDIUM LONG SHOT

An old-fashioned, run-down house, unpainted and warped by
the weather. It once had class but has not been lived in for
years. This is the house that George and Mary will live in
from now on. The rain is pouring down. A faint glow of light
shines out from bottom windows. George hurries into scene.
He stops to make sure it is the right number before going up
the steps.

EXT. SIDE OF HOUSE NIGHT

CLOSE SHOT

Bert and man working in rain, sorting through travel posters.

MAN
Hey, this is the company's posters,
and the company won't like this.

BERT
How would you like to get a ticket
next week? Haven't you any romance
in you?

MAN
Sure I have, but I got rid of it.

BERT
(reading poster)
Liver pills! Who wants to see liver
pills on their honeymoon? What? They
want romantic places, beautiful
places... places George wants to
go.

A sharp whistle is heard.

CLOSE SHOT WINDOW OF HOUSE

Ernie is leaning from the window.

ERNIE
Hey, Bert, here he comes.

CLOSE SHOT BERT AND MAN

BERT
Come on, we got to get this up. He's
coming.

MAN
Who?

BERT
The groom, idiot. Come on, get that
ladder.

MAN
(disgustedly)
What are they ducks?

CLOSE SHOT SIDE PORCH OF HOUSE

Bert and the man are putting up travel posters to cover up
the broken windows.

BERT
Get that ladder up here.

MAN
All right all right.

BERT
Hurry up... hurry up... hurry up.

MAN
I'm hurrying.

MEDIUM CLOSE SHOT

George is approaching the front door of the house, on which
a sign is hanging: "Bridal Suite." Ernie looks out through
the curtain covering the broken glass of the front door.

ERNIE
Hiya... Good evening, sir.

Ernie opens the door, revealing himself as a homemade butler.
This has been accomplished by rolling up his pants and putting
on an old coachman's hat. George enters.

ERNIE
Entray, monsieur, entray.

INT. GRANVILLE HOUSE NIGHT

CLOSE SHOT GEORGE ENTERS

The house is carpetless, empty the rain and wind cause
funny noises upstairs. A huge fire is burning in the
fireplace. Near the fireplace a collection of packing boxes
are heaped together in the shape of a small table and covered
with a checkered oil cloth. It is set for two. A bucket with
ice and a champagne bottle sit on the table as well as a
bowl of caviar. Two small chickens are impaled on a spit
over the fire. A phonograph is playing on a box, and a string
from the phonograph is turning the chickens on the spit. The
phonograph is playing "Song of the Islands." Mary is standing
near the fireplace looking as pretty as any bride ever looked.
She is smiling at George, who has been slowly taking in the
whole set-up. Through a door he sees the end of a cheap bed,
over the back of which is a pair of pajamas and a nightie.
Ernie exits and closes the door.

MARY
(tears in her eyes)
Welcome home, Mr. Bailey.

GEORGE
(overcome)
Well, I'll be... Mary, Mary, where
did you...

They rush into each other's arms and hold each other in
ecstasy.

EXT. SIDE OF HOUSE NIGHT

CLOSE SHOT

Bert and Ernie, standing in the pouring rain, start singing
"I Love You Truly."

INT. HOUSE NIGHT

CLOSE SHOT GEORGE AND MARY

They remain embraced.

GEORGE
Oh, Mary...

MARY
Remember the night we broke the
windows in this old house? This is
what I wished for.

GEORGE
Darling, you're wonderful.

EXT. SIDE OF HOUSE NIGHT

CLOSE SHOT BERT AND ERNIE

They finish their song, and Ernie kisses Bert on the forehead.
Bert slams Ernie's hat on his head.

FADE OUT

FADE IN:

EXT. SLUM STREET BEDFORD FALLS DAY TWO YEARS LATER

MEDIUM CLOSE SHOT

In front of one of the miserable shacks that line the street
are two vehicles. One of them is George Bailey's rickety
car, and the other is an even more rickety truck piled high
with household goods. The Martini family is moving. The family
consists of Martini, his wife and four kid of various ages,
from two to ten. George and Mary are helping the Martinis
move. About a dozen neighbors crowd around. Martini and
George, assisted by three of the Martini children, are
carrying out the last of the furniture. As they emerge from
the house, one of the neighbors, Schultz, calls out:

SCHULTZ
Martini, you rented a new house?

MARTINI
Rent?
(to George)
You hear what he say, Mr. Bailey?

GEORGE
What's that?

MARTINI
I own the house. Me, Giuseppe Martini.
I own my own house. No more we live
like pigs in thisa Potter's Field.
Hurry, Maria.

MARIA
Yes...

GEORGE
Come on...
(to Mary)
Bring the baby.
(to Martini)
I'll bring the kids in the car.

MARTINI
Oh, thank you, Mr. Bailey.

Mary gets in the front seat of the car, with the baby in her
arms.

GEORGE
All right, kids here get in here.
Now get right up on the seat there.
Get the... get the goat!

The family goat gets in the back seat with the three kids.

MARTINI
Goodbye, everybody!

GEORGE
All in...

The rickety caravan starts off down the street, to the cheers
of the neighbors.

WIPE TO:

EXT. BAILEY PARK DAY

CLOSE SHOT

Sign hanging from a tree "Welcome to Bailey Park." CAMERA
PANS TO follow George's car and the old truck laden with
furniture as they pass we hear Martini's voice singing "O
Sole Mio." Bailey Park is a district of new small houses,
not all alike, but each individual. New lawns here and there,
and young trees. It has the promise when built up of being a
pleasant little middle class section.

WIPE TO:

EXT. MARTINI'S NEW HOUSE DAY

MEDIUM CLOSE SHOT

George and Mary are on the porch of the new house, with the
Martinis lined up before them.

GEORGE
Mr. and Mrs. Martini, welcome home.
The Martinis cross themselves.

EXT. STREET BAILEY PARK DAY

CLOSE SHOT

Sam Wainwright is standing in front of his big black town
car. Sam is the epitome of successful, up-and-coming
businessman. His wife, in the car, is a very attractive,
sophisticated-looking lady, dripping with furs and jewels.
Sam is watching George across the street.

SAM
That old George... he's always making
a speech.
(to George)
Hee-haw!
(wiggles his hands)

EXT. NEW HOUSE DAY

CLOSE SHOT MARY AND GEORGE ON PORCH

GEORGE
(to Mary)
Sam Wainwright!

MARY
Oh, who cares.
(to Mrs. Martini,
giving her loaf of
bread)
Bread! That this house may never
know hunger.

Mrs. Martini crosses herself.

MARY
(giving her salt)
Salt! That life may always have
flavor.

GEORGE
(handing bottle to
Martini)
And wine! That joy and prosperity
may reign forever. Enter the Martini
castle!

The Martinis cross themselves, shaking hands all around. The
kids enter, with screams of delight. Mrs. Martini kisses
Mary.

INT. POTTER'S OFFICE IN BANK DAY

CLOSE SHOT

Potter seated in his wheelchair at his desk, with his goon
beside him. His rent collector, Reineman, is talking,
pointing to maps spread out on the desk.

REINEMAN
Look, Mr. Potter, it's no skin off
my nose. I'm just your little rent
collector. But you can't laugh off
this Bailey Park any more. Look at
it.

A buzzer is heard, and Potter snaps on the dictaphone on his
desk.

SECRETARY'S VOICE
Congressman Blatz is here to see
you.

POTTER
(to dictaphone)
Oh, tell the congressman to wait.
(to Reineman)
Go on.

REINEMAN
Fifteen years ago, a half-dozen houses
stuck here and there.
(indicating map)
There's the old cemetery, squirrels,
buttercups, daisies. Used to hunt
rabbits there myself. Look at it
today. Dozens of the prettiest little
homes you ever saw. Ninety per cent
owned by suckers who used to pay
rent to you. Your Potter's Field, my
dear Mr. Employer, is becoming just
that. And are the local yokels making
with those David and Goliath
wisecracks!

POTTER
Oh, they are, are they? Even though
they know the Baileys haven't made a
dime out of it.

REINEMAN
You know very well why. The Baileys
were all chumps. Every one of these
homes is worth twice what it cost
the Building and Loan to build. If I
were you, Mr. Potter...

POTTER
(interrupting)
Well, you are not me.

REINEMAN
(as he leaves)
As I say, it's no skin off my nose.
But one of these days this bright
young man is going to be asking George
Bailey for a job.

Reineman exits.

POTTER
The Bailey family has been a boil on
my neck long enough.

He flips the switch on the dictaphone.

SECRETARY'S VOICE
Yes, sir?

POTTER
Come in here.

EXT. STREET IN BAILEY PARK DAY

CLOSE SHOT

George and Mary are talking to Sam Wainwright in front of
the latter's car. Hs wife, Jane, is now out of the car.

SAM
We just stopped in town to take a
look at the new factory, and then
we're going to drive on down to
Florida.

GEORGE
Oh...

JANE
Why don't you have your friends join
us?

SAM
Why, sure. Hey, why don't you kids
drive down with us, huh?

GEORGE
Oh, I'm afraid I couldn't get away,
Sam.

SAM
Still got the nose to the old
grindstone, eh? Jane, I offered to
let George in on the ground floor in
plastics, and he turned me down cold.

GEORGE
Oh, now, don't rub it in.

SAM
I'm not rubbing it in. Well, I guess
we better run along.

There is handshaking all around as Sam and Jane get into
their car.

JANE
Awfully glad to have met you, Mary.

MARY
Nice meeting you.

GEORGE
Goodbye.

JANE
Goodbye, George.

SAM
So long, George. See you in the funny
papers.

GEORGE
Goodbye, Sam.

MARY
Have fun.

GEORGE
Thanks for dropping around.

SAM
(to chauffeur)
To Florida!
(to George)
Hee-haw!

GEORGE
Hee-haw.

The big black limousine glides away, leaving George standing
with his arm around Mary, gazing broodingly after it. They
slowly walk over to George's old car and look at it silently.

WIPE TO:

INT. POTTER'S OFFICE DAY

CLOSE SHOT

Potter is lighting a big cigar which he has just given George.
The goon is beside Potter's chair, as usual.

GEORGE
Thank you, sir. Quite a cigar, Mr.
Potter.

POTTER
You like it? I'll send you a box.

GEORGE
(nervously)
Well, I... I suppose I'll find out
sooner or later, but just what exactly
did you want to see me about?

POTTER
(laughs)
George, now that's just what I like
so much about you.
(pleasantly and
smoothly)
George, I'm an old man, and most
people hate me. But I don't like
them either, so that makes it all
even. You know just as well as I do
that I run practically everything in
this town but the Bailey Building
and Loan. You know, also, that for a
number of years I've been trying to
get control of it... or kill it. But
I haven't been able to do it. You
have been stopping me. In fact, you
have beaten me, George, and as anyone
in this county can tell you, that
takes some doing. Take during the
depression, for instance. You and I
were the only ones that kept our
heads. You saved the Building and
Loan, and I saved all the rest.

GEORGE
Yes. Well, most people say you stole
all the rest.

POTTER
The envious ones say that, George,
the suckers. Now, I have stated my
side very frankly. Now, let's look
at your side. Young man, twenty-
seven, twenty-eight... married,
making, say... forty a week.

GEORGE
(indignantly)
Forty-five!

POTTER
Forty-five. Forty-five. Out of which,
after supporting your mother, and
paying your bills, you're able to
keep, say, ten, if you skimp. A child
or two comes along, and you won't
even be able to save the ten. Now,
if this young man of twenty-eight
was a common, ordinary yokel, I'd
say he was doing fine. But George
Bailey is not a common, ordinary
yokel. He's an intelligent, smart,
ambitious young man who hates his
job who hates the Building and
Loan almost as much as I do. A young
man who's been dying to get out on
his own ever since he was born. A
young man... the smartest one of the
crowd, mind you, a young man who has
to sit by and watch his friends go
places, because he's trapped. Yes,
sir, trapped into frittering his
life away playing nursemaid to a lot
of garlic-eaters. Do I paint a
correct picture, or do I exaggerate?

GEORGE
(mystified)
Now what's your point, Mr. Potter?

POTTER
My point? My point is, I want to
hire you.

GEORGE
(dumbfounded)
Hire me?

POTTER
I want you to manage my affairs, run
my properties. George, I'll start
you out at twenty thousand dollars a
year.

George drops his cigar on his lap. He nervously brushes off
the sparks from his clothes.

GEORGE
(flabbergasted)
Twenty thou... twenty thousand dollars
a year?

POTTER
You wouldn't mind living in the nicest
house in town, buying your wife a
lot of fine clothes, a couple of
business trips to New York a year,
maybe once in a while Europe. You
wouldn't mind that, would you, George?

GEORGE
Would I?
(looking around
skeptically)
You're not talking to somebody else
around here, are you? You know, this
is me, you remember me? George Bailey.

POTTER
Oh, yes, George Bailey. Whose ship
has just come in providing he has
brains enough to climb aboard.

GEORGE
Well, what about the Building and
Loan?

POTTER
Oh, confound it, man, are you afraid
of success? I'm offering you a three
year contract at twenty thousand
dollars a year, starting today. Is
it a deal or isn't it?

GEORGE
Well, Mr. Potter, I... I... I know I
ought to jump at the chance, but
I... I just... I wonder if it would
be possible for you to give me twenty-
four hours to think it over?

POTTER
Sure, sure, sure. You go on home and
talk about it to your wife.

GEORGE
I'd like to do that.

POTTER
In the meantime, I'll draw up the
papers.

GEORGE
All right, sir.

POTTER
(offers hand)
Okay, George?

GEORGE
(taking his hand)
Okay, Mr. Potter.

As they shake hands, George feels a physical revulsion.
Potter's hand feels like a cold mackerel to him. In that
moment of physical contact he knows he could never be
associated with this man. George drops his hand with a
shudder. He peers intently into Potter's face.

GEORGE
(vehemently)
No... no... no... no, now wait a
minute, here! I don't have to talk
to anybody! I know right now, and
the answer is no! NO! Doggone it!
(getting madder all
the time)
You sit around here and you spin
your little webs and you think the
whole world revolves around you and
your money. Well, it doesn't, Mr.
Potter! In the... in the whole vast
configuration of things, I'd say you
were nothing but a scurvy little
spider. You...

He turns and shouts at the goon, impassive as ever beside
Potter's wheelchair.

GEORGE
...And that goes for you too!

As George opens the office door to exit, he shouts at Mr.
Potter's secretary in the outer office

GEORGE
And it goes for you too!

WIPE TO:

INT. BEDROOM GEORGE AND MARY'S HOUSE NIGHT

CLOSE SHOT GEORGE ENTERS THE BEDROOM

The room is modestly furnished with just a cheap bed, a chair
or two, and a dresser. Mary is asleep in the bed. As George
comes in, his head is filled with many confusing thoughts,
relating to incidents in his past life.

POTTER'S VOICE
You wouldn't mind living in the nicest
house in town. Buying your wife a
lot of fine clothes, going to New
York on a business trip a couple of
times a year. Maybe to Europe once
in a while.

George takes off his hat and coat, moves over to the dresser
and stares at his reflection in the mirror.

GEORGE'S VOICE
I know what I'm going to do tomorrow
and the next day and next year and
the year after that. I'm shaking the
dust of this crummy little town off
my feet, and I'm going to see the
world... And I'm going to build
things. I'm going to build air fields.
I'm going to build skyscrapers a
hundred stories high. I'm going to
build a bridge a mile long.

While the above thoughts are passing through George's head,
his attention is caught by a picture on the wall near the
dresser:

INSERT: PICTURE ON THE WALL

It is the sketch of George lassoing the moon that we first
saw in Mary's living room. The lettering reads: "George Lassos
The Moon."

GEORGE'S VOICE
What is it you want, Mary? You want
the moon? If you do, just say the
word; I'll throw a lasso around it
and pull it down for you.

Mary is now awake, and starts singing their theme song:

MARY
(singing)
Buffalo Gals, won't you come out
tonight, won't you come out tonight,
won't you come out tonight.

George crosses over and sits on the edge of the bed.

GEORGE
Hi.

MARY
Hi.

GEORGE
Mary Hatch, why in the world did you
ever marry a guy like me?

MARY
To keep from being an old maid.

GEORGE
You could have married Sam Wainwright
or anybody else in town.

MARY
I didn't want to marry anybody else
in town. I want my baby to look like
you.

GEORGE
You didn't even have a honeymoon. I
promised you...
(does a double take)
...Your what?

MARY
My baby.

GEORGE
(incredulously)
You mean... Mary, you on the nest?

MARY
George Bailey lassos stork.

GEORGE
Lassos the stork! You mean you...
What is it, a boy or a girl?

Mary nods her head happily.

FADE OUT

FADE IN:

MONTAGE SEQUENCE

Over the following SERIES OF SHOTS we hear the voices of
Joseph and Clarence in Heaven.

EXT. MAIN STREET BEDFORD FALLS NIGHT

MEDIUM SHOT

George is crossing the street, heading for the offices of
the Building and Loan.

JOSEPH'S VOICE
Now, you've probably already guessed
that George never leaves Bedford
Falls.

CLARENCE'S VOICE
No!

INT. HOSPITAL DAY

CLOSE SHOT NURSE HOLDING NEWBORN BABY

JOSEPH'S VOICE
Mary had her baby, a boy.

INT. SITTING ROOM DAY

CLOSE SHOT

Mary sitting on the floor playing with a baby. A little boy
is in a playpen nearby.

JOSEPH'S VOICE
Then she had another one a girl.

INT. GRANVILLE HOUSE DAY

CLOSE SHOTS

Mary is busy hanging wallpaper and painting the old place.

JOSEPH'S VOICE
Day after day she worked away remaking
the old Granville house into a home.

INT. GRANVILLE HOUSE NIGHT

CLOSE SHOT

George has just come into the hall. He is obviously tired
and discouraged as he starts up the stairs. The knob on the
banister comes off in his hand.

JOSEPH'S VOICE
Night after night George came back
late from the office. Potter was
bearing down hard.

WIPE TO:

EXT. RECRUITING GROUNDS DAY

MEDIUM LONG SHOT

A group of men, obviously just drafted, marching along in a
camp.

JOSEPH'S VOICE
Then came a war.

INT. RED CROSS WORKROOM DAY

CLOSE SHOT

Mrs. Bailey and other women in Red Cross uniforms busily
sewing, etc.

JOSEPH'S VOICE
Ma Bailey and Mrs. Hatch joined the
Red Cross and sewed.

EXT. TRAIN IN RAILROAD STATION DAY

CLOSE SHOT

Mary, with portable U.S.O. pushcart, is serving coffee and
doughnuts to men leaning from the train.

JOSEPH'S VOICE
Mary had two more babies, but still
found time to run the U.S.O.

INT. FACTORY DAY

CLOSE SHOT

Sam Wainwright showing set of blueprints to two Army officers.

JOSEPH'S VOICE
Sam Wainwright made a fortune in
plastic hoods for planes.

INT. FACTORY DAY

CLOSE SHOT

Potter is wheeled in toward a long table around which several
men are seated.

JOSEPH'S VOICE
Potter became head of the draft board.

POTTER
(reading from papers)
One-A... One-A... One-A...

EXT. STREET IN BEDFORD FALLS DAY

MEDIUM CLOSE SHOT

Gower and Uncle Billy are conducting a bond rally from the
top of an Army tank.

JOSEPH'S VOICE
Gower and Uncle Billy sold war bonds.

EXT. BATTLEFIELD NIGHT

MEDIUM CLOSEUP

Bert, in uniform, moving cautiously with fixed bayonet. Smoke
and flashes of gunfire in background.

JOSEPH'S VOICE
Bert the cop was wounded in North
Africa. Got the Silver Star.

EXT. SKY DAY

LONG SHOT

Hundreds of planes, flying overhead, with parachutes dropping
from them.

JOSEPH'S VOICE
Ernie, the taxi driver, parachuted
into France.

EXT. REMAGEN BRIDGE OVER THE RHINE DAY

CLOSE SHOT

Marty in the foreground, beckoning to soldiers to come on.

JOSEPH'S VOICE
Marty helped capture the Remagen
Bridge.

INT. READY ROOM ON AIRCRAFT CARRIER NIGHT

CLOSE SHOT

Harry is fastening the helmet of his flying clothes. He waves
as he exits through the door.

JOSEPH'S VOICE
Harry... Harry Bailey topped them
all. A Navy flier, he shot down
fifteen planes.

EXT. OCEAN FROM DECK OF CARRIER NIGHT

LONG SHOT

A flaming plane crashes into the sea.

JOSEPH'S VOICE
...two of them as they were about to
crash into a transport full of
soldiers.

CLARENCE'S VOICE
Yes, but George...

INT. RATION OFFICE DAY

CLOSE SHOT

George, behind the counter, is trying to quiet a crowd of
people all clamoring for more ration points.

JOSEPH'S VOICE
George? Four-F on account of his
ear, George fought the battle of
Bedford Falls.

George shouts.

GEORGE
Hold on... hold on... hold on now.
Don't you know there's a war on?

EXT. STRET NIGHT

CLOSE SHOT

George, in the uniform of an air raid warden, is patrolling
his beat.

JOSEPH'S VOICE
Air raid Warden...

EXT. HOUSE NIGHT

CLOSE SHOT

Man beside lighted window pulls down the shade as George
blows his whistle.

EXT. STREET DAY

CLOSE SHOT

George is helping load his old car with scrap paper.

JOSEPH'S VOICE
...paper drives...

EXT. DUMP DAY

CLOSE SHOT

Wheelbarrow full of junk being dumped onto pile.

JOSEPH'S VOICE
...Scrap drives...

EXT. STREET DAY

MEDIUM CLOSE SHOT CHILDREN WHEELING OLD TIRES

JOSEPH'S VOICE
...Rubber drives...

INT. CHURCH DAY

MEDIUM SHOT PEOPLE PRAYING IN CHURCH

JOSEPH'S VOICE
Like everybody else, on V-E Day he
wept and prayed.

EXT. CHURCH ANOTHER ANGLE

MEDIUM CLOSE SHOT PEOPLE ENTERING CHURCH

JOSEPH'S VOICE
On V-J Day he wept and prayed again.

FRANKLIN'S VOICE
Joseph, now show him what happened
today.

JOSEPH'S VOICE
Yes, sir.

EXT. BEDFORD FALLS STREET WINTER DAY

George is walking along the sidewalk reading a newspaper. It
is a raw, gusty day, and his overcoat and muffler flap in
the breeze. Draped around one arm is a large Christmas
wreath. Under his other arm are several more copies of the
paper.

JOSEPH'S VOICE
This morning, day before Christmas,
about ten A.M. Bedford Falls time...

George comes to where Ernie, the taxi driver, is standing on
the sidewalk.

GEORGE
(holding out paper)
Hi, Ernie, look at that.

INSERT: NEWSPAPER

The front page of the paper, the Bedford Falls Sentinel. The
headline reads: "PRESIDENT DECORATES HARRY BAILEY LOCAL
BOY WINS CONGRESSIONAL MEDAL OF HONOR". The subhead tells of
a plan for a giant jubilee and parade, to be followed by a
banquet, in honor of Commander Harry Bailey, U.S.N. on his
way home from Washington after receiving the Congressional
Medal of Honor. There's a large picture of President Truman
pinning the coveted medal on Harry's bosom, in the midst of
dignitaries; a picture of the transport which Harry saved.
Practically the whole front page is devoted to the story.

CLOSE SHOT GEORGE AND ERNIE

ERNIE
(kidding)
Gonna snow again.

GEORGE
(outraged)
What do you mean it's gonna snow
again? Look at the headlines.

ERNIE
I know I know I know. I think
it's marvelous.

Gower comes running across the street from his drugstore and
joins them.

GEORGE
(reading)
Commander Harry Bailey. Mr. Gower,
look at this the second page.
(gives them papers)
Now look, this is for you. This is
for you, this is for you.
(as he leaves)
See you again.

EXT. STREET DAY

MEDIUM LONG SHOT

Uncle Billy is walking along the street, humming happily to
himself. He sees some men decorating the Court House with
banners and bunting there is a huge sign reading: "Welcome
Home Harry Bailey"

UNCLE BILLY
(calls out)
Be sure you spell the name right.

INT. OUTER OFFICE BUILDING AND LOAN DAY

FULL SHOT

The offices are unchanged, still small-time and old-fashioned.
The same office force, albeit a few years older: Cousin Tilly
and Cousin Eustace. Seated on a chair is a middle-aged man
with a brief case. The outer door opens and George enters:

GEORGE
Extra! Extra! Read all about it!

Cousin Tilly and Cousin Eustace are talking on the phone.

COUSIN EUSTACE
George! George! It's Harry now on
long distance from Washington!

GEORGE
Harry! What do you know about that?

COUSIN EUSTACE
He reversed the charges. It's okay,
isn't it?

GEORGE
What do you mean it's okay? For a
hero?
(takes the phone)
Harry! Oh, you old seven kinds of a
son of a gun. Congratulations! How's
Mother standing it?... She did? What
do you know...
(to Eustace)
Mother had lunch with the President's
wife!

COUSIN TILLY
Wait till Martha hears about this.

COUSIN EUSTACE
What did they have to eat?

GEORGE
(on phone)
What did they have to eat? Harry,
you should see what they're cooking
up in the town for you... Oh, are
they?
(to Eustace)
The Navy's going to fly Mother home
this afternoon.

COUSIN EUSTACE
In a plane?

GEORGE
What? Uncle Billy?
(to Eustace)
Has Uncle Billy come in yet?

COUSIN TILLY
No, he stopped at the bank first.

GEORGE
(on phone)
He's not here right now, Harry.

Cousin Eustace has turned away from George and caught a
glimpse of the man waiting in the chair. This is Carter, the
bank examiner, come for his annual audit of the books of the
Building and Loan.

GEORGE
(on phone)
But look...

COUSIN EUSTACE
(interrupting)
George...

GEORGE
(on phone)
...now tell me about it.

COUSIN EUSTACE
(interrupting)
...George, that man's here again.

GEORGE
What man?

COUSIN EUSTACE
(nervously)
Bank... bank examiner.

GEORGE
Oh...
(on phone)
Talk to Eustace a minute, will you.
I'll be right back.

He gives the phone to Eustace, puts down his wreath and goes
over to Carter.

CLOSE SHOT GEORGE AND CARTER

They shake hands.

GEORGE
Good morning, sir.

CARTER
Carter bank examiner.

GEORGE
Mr. Carter, Merry Christmas.

CARTER
Merry Christmas.

GEORGE
We're all excited around here.
(shows him paper)
My brother just got the Congressional
Medal of Honor. The President just
decorated him.

CARTER
Well, I guess they do those things.
Well, I trust you had a good year.

GEORGE
Good year? Well, between you and me,
Mr. Carter, we're broke.

CARTER
Yeah, very funny.

GEORGE
Well...
(leading him into
office)
...now, come right in here, Mr.
Carter.

CARTER
(as they go)
Although I shouldn't wonder when you
okay reverse charges on personal
long distance calls.

COUSIN TILLY
George, shall we hang up?

GEORGE
No, no. He wants to talk to Uncle
Billy. You just hold on.

CARTER
(in doorway)
Now, if you'll cooperate, I'd like
to finish with you by tonight. I
want to spend Christmas in Elmira
with my family.

GEORGE
I don't blame you at all, Mr. Carter,
Just step right in here. We'll fix
you up.

INT. BANK DAY

CLOSE SHOT

Uncle Billy is filling out a deposit slip at one of the desks.

UNCLE BILLY
(writing)
December twenty-fourth...

He takes a thick envelope from his inside pocket and thumbs
through the bills it contains. It is evidently a large sum
of money.

UNCLE BILLY
Eight thousand...

MEDIUM SHOT DOOR TO STREET

Potter is being wheeled in by his goon. Various bank officials
run over to greet him he is reading a newspaper. Uncle
Billy has finished filling out his slip, and comes over to
taunt Potter, the envelope containing the money in his hand.

UNCLE BILLY
Well, good morning, Mr. Potter. What's
the news?

He grabs the paper from Potter's hand.

UNCLE BILLY(CONT'D)
Well, well, well, Harry Bailey wins
Congressional Medal. That couldn't
be one of the Bailey boys? You just
can't keep those Baileys down, now,
can you, Mr. Potter?

POTTER
How does slacker George feel about
that?

UNCLE BILLY
Very jealous, very jealous. He only
lost three buttons off his vest. Of
course, slacker George would have
gotten two of those medals if he had
gone.

POTTER
Bad ear.

UNCLE BILLY
Yes.

Uncle Billy folds Potter's paper over the envelope containing
his money, and flings his final taunt at the old man.

UNCLE BILLY
After all, Potter, some people like
George had to stay home. Not every
heel was in Germany and Japan!

In a cold rage, Potter grabs his paper and wheels off toward
his office. Uncle Billy smiles triumphantly and goes toward
deposit window with his deposit slip.

CLOSE SHOT
Uncle Billy and bank teller at the
window.

UNCLE BILLY
(still chuckling)
Good morning, Horace.

Uncle Billy hands the bank book over. The teller opens it,
starts to punch it with rubber stamps.

TELLER
I guess you forgot something.

UNCLE BILLY
Huh?

TELLER
You forgot something.

UNCLE BILLY
What?

TELLER
Well, aren't you going to make a
deposit?

UNCLE BILLY
Sure, sure I am.

TELLER
Well, then... it's usually customary
to bring the money with you.

UNCLE BILLY
Oh, shucks...

Uncle Billy searches through every pocket he has.

UNCLE BILLY
(looks bewildered)
I know I had...

The teller, knowing the old man's vagaries, points to one of
the numerous string tied around his fingers.

TELLER
How about that one there?

UNCLE BILLY
Hmm? Well, I...

INT. POTTER'S OFFICE DAY

CLOSE SHOT

Potter is now behind his desk. He spreads the newspaper out
in front of him, muttering as he does so.

POTTER
Bailey...

He sees the envelope, looks inside at the money. Then, to
his goon, indicating the office door:

POTTER
Take me back there. Hurry up.
(as they go)
Come on, look sharp.

Potter opens the door just a little, and peers through into
the bank.

INT. BANK DAY

CLOSE SHOT DEPOSIT SLIP DESK

Uncle Billy looks around for the money envelope. It is not
there. He looks puzzled, thinks hard, then a look of concern
creeps into his eyes. He starts thumping his pockets, with
increasing panic, and looks in the waste paper basket on the
floor. He finally rushes through the door and out into the
street.

INT. POTTER'S OFFICE DAY

CLOSE SHOT POTTER WATCHING THROUGH THE DOOR

POTTER
(to goon)
Take me back.

The goon wheels him back to his desk. He is deep in thought,
with a crafty expression on his face.

EXT. STREET DAY

MEDIUM CLOSE SHOT

Uncle Billy running across the street in the direction of
the Building and Loan.

INT. OUTER OFFICE BUILDING AND LOAN DAY

CLOSE SHOT

George coming from room where he has just left the bank
examiner.

GEORGE
Just make yourself at home, Mr.
Carter. I'll get those books for
you.

He sees Violet Bick standing there.

GEORGE
Oh, hello, Vi.

VIOLET
George, can I see you for a second?

GEORGE
Why, of course you can. Come on in
the office here.

He hears a noise, and sees Uncle Billy entering the office.

GEORGE
Uncle Billy, talk to Harry. He's on
the telephone.

George and Violet enter his private office. Uncle Billy comes
hurrying in.

COUSIN TILLY
Hurry, Uncle Billy, hurry. Long
distance, Washington.

COUSIN EUSTACE
Hey, here's Harry on the phone.

COUSIN TILLY
Harry, your nephew, remember?

COUSIN EUSTACE
(on phone)
Here he is.

Uncle Billy picks up the phone and speaks distractedly,
without knowing what he is saying.

UNCLE BILLY
(on phone)
Hello... hello... Yes, Harry yes...
everything... everything's fine.

He hangs up agitatedly, muttering to himself as he goes into
his own office. Cousin Tilly and Cousin Eustace look after
him, dumbfounded.

UNCLE BILLY
I should have my head examined. Eight
thousand dollars. It's got to be
somewhere.

INT. GEORGE'S OFFICE DAY

CLOSE SHOT GEORGE AND VIOLET

George has just finished writing something, and is slipping
the paper into an envelope.

GEORGE
(hands it to her)
Here you are.

VIOLET
(bitterly)
Character? If I had any character,
I'd...

GEORGE
It takes a lot of character to leave
your home town and start all over
again. He pulls some money from his
pocket, and offers it to her.

VIOLET
No, George, don't...

GEORGE
Here, now, you're broke, aren't you?

VIOLET
I know, but...

GEORGE
What do you want to do, hock your
furs, and that hat? Want to walk to
New York? You know, they charge for
meals and rent up there just the
same as they do in Bedford Falls.

VIOLET
(taking money)
Yeah sure...

GEORGE
It's a loan. That's my business.
Building and Loan. Besides, you'll
get a job. Good luck to you.

She looks at him, then says a strange thing.

VIOLET
I'm glad I know you, George Bailey.

She reaches up and kisses him on the cheek, leaving lipstick.
George opens the door for her.

INT. OUTER OFFICE DAY

CLOSE SHOT

As George and Violet come through the door, they are being
watched by Cousin Tilly, Cousin Eustace and the bank examiner,
who is still waiting to go to work on the books.

GEORGE
Say hello to New York for me.

VIOLET
Yeah yeah... sure I will.

GEORGE
Now, let's hear from you...

Violet sees the lipstick on George's cheek, and dabs at it
with her handkerchief.

GEORGE
What's the matter? Merry Christmas,
Vi.

VIOLET
Merry Christmas, George.

She exits.

MR. CARTER
Mr. Bailey...

GEORGE
Oh, Mr. Carter, I'm sorry. I'll be
right with you.
(to Cousin Tilly)
Uncle Billy in?

COUSIN TILLY
Yeah, he's in his office.

INT. DOORWAY TO UNCLE BILLY'S OFFICE DAY

CLOSE SHOT

As George opens the door he sees Uncle Billy frantically
looking for the missing envelope. The office is in a mess,
drawers are opened, and papers scattered on the floor and on
the desk.

GEORGE
Unc... What's going on? The bank
examiner's here, and I...

UNCLE BILLY
(in dismay)
He's here?

GEORGE
Yeah, yeah. He wants the accounts
payable...

George stops short, suddenly aware of the tragic old eyes
looking up at him.

GEORGE
What's the matter with you?

Uncle Billy gestures nervously for George to come in. He
does so and closes the door.

INT. OUTER OFFICE DAY

MEDIUM SHOT

Cousin Tilly is at her switchboard, and Cousin Eustace
standing beside her. Carter is still waiting in the doorway
to his office. Suddenly the door opens and George comes
striding out. He goes directly to the safe and starts
searching, but doesn't find the money. Then he goes to the
cash drawer in the counter, and looks through it.

GEORGE
Eustace...

EUSTACE
Yeah?

GEORGE
Come here a minute.

Cousin Eustace runs over to George.

GEORGE
Did you see Uncle Billy with any
cash last night?

COUSIN EUSTACE
He had it on his desk counting it
before he closed up.

EXT. MAIN STREET BEDFORD FALLS DAY

MEDIUM SHOT

Uncle Billy and George are retracing the former's steps
through the snow, looking everywhere for the missing money.
They pause for a moment on the sidewalk.

GEORGE
Now look, did you buy anything?

UNCLE BILLY
Nothing. Not even a stick of gum.

GEORGE
All right. All right. Now we'll go
over every step you took since you
left the house.

UNCLE BILLY
This way.

They continue on down the street on their search.

EXT. WINDOW OF POTTER'S OFFICE IN BANK DAY

CLOSE SHOT

Potter is peering through the slats of the Venetian blind,
watching them as they go.

EXT. MAIN STREET BEDFORD FALLS DAY

MOVING SHOT

George and Uncle Billy continue their search.

WIPE TO:

INT. UNCLE BILLY'S LIVING ROOM

CLOSE SHOT

A shabby, old-fashioned, gas-lit room which has been turned
almost inside out and upside down in an effort to locate the
missing money. Drawers of an old secretary have been pulled
out and are on the floor. Every conceivable place which might
have been used by Uncle Billy to put the money has been
searched. George, his hair rumpled, is feverishly pursuing
the search. Uncle Billy is seated behind the desk, his head
on his hands.

GEORGE
And did you put the envelope in your
pocket?

UNCLE BILLY
Yeah... yeah... maybe... maybe...

GEORGE
(shouts)
Maybe maybe! I don't want any maybe.
Uncle Billy, we've got to find that
money!

UNCLE BILLY
(piteously)
I'm no good to you, George. I...

GEORGE
Listen to me. Do you have any secret
hiding place here in the house?
Someplace you could have put it?
Someplace to hide the money?

UNCLE BILLY
(exhausted)
I've been over the whole house, even
in rooms that have been locked ever
since I lost Laura.

Uncle Billy starts sobbing hysterically. George grabs him by
the lapels and shakes him.

GEORGE
(harshly)
Listen to me! Listen to me! Think!
Think!

UNCLE BILLY
(sobbing)
I can't think any more, George. I
can't think any more. It hurts...

George jerks him to his feet and shakes him. Uncle Billy
stands before him like a frisked criminal, all his pockets
hanging out, empty. George's eyes and manner are almost
maniacal.

GEORGE
(screaming at him)
Where's that money, you stupid, silly
old fool? Where's the money? Do you
realize what this means? It means
bankruptcy and scandal, and prison!

He throws Uncle Billy down into his chair, and still shouts
at him:

GEORGE
That's what it means! One of us is
going to jail! Well, it's not going
to be me!

George turns and heads for the door, kicking viciously at a
waste basket on the floor as he goes. Uncle Billy remains
sobbing at the table, his head in his arms.

WIPE TO:

INT. GEORGE'S LIVING ROOM NIGHT

CLOSE SHOT

Janie (aged eight) is seated at the piano playing "Hark, the
Herald Angels Sing," which she practices during the remainder
of this scene. There is a Christmas tree all decorated near
the fireplace. At a large table Mary is busy putting
cellophane bows and decorations on gift packages. At a small
table Pete (aged nine) is seated with pad and pencil in the
throes of composition. On the floor Tommy (aged three) is
playing with a toy vacuum cleaner. We hear the SOUND of a
door open and close. Mary turns and sees George enter the
hall, a slight powdering of snow on his head and shoulders.

INT. HALL NIGHT

CLOSE SHOT

As George comes into the house.

MARY
Hello darling.

CHILDREN
Hello Daddy, hello daddy.

MARY
(indicating tree)
How do you like it?

George sneezes violently.

MARY AND CHILDREN
Bless you!

MARY
Did you bring the wreath?

PETE
Did you bring the Christmas wreath?

GEORGE
What? What wreath?

MARY
The Merry Christmas wreath for the
window.

GEORGE
(gruffly)
No. I left it at the office.

MARY
Is it snowing?

GEORGE
Yeah, just started.

MARY
Where's your coat and hat?

GEORGE
Left them at the office.

Mary stares at him, aware that something unusual has happened.

MARY
What's the matter?

GEORGE
(bitterly)
Nothing's the matter. Everything's
all right.

INT. LIVING ROOM NIGHT

CLOSE SHOT

George slumps into an armchair and lifts Tommy onto his lap.
Mary is helping Pete decorate the Christmas tree.

MARY
Go on, Pete, you're a big boy. You
can put the star up. Way up at the
top. That's it. Fill in that little
bare spot right there. That's it.
(to George)
Isn't it wonderful about Harry?
We're famous, George. I'll bet I had
fifty calls today about the parade,
the banquet. Your mother's so excited,
she...

During this scene, George has been sitting in the chair,
hugging Tommy to him, and crying quietly. Mary realizes that
something is seriously wrong, and breaks off. Janie is
thumping away at the piano.

GEORGE
Must she keep playing that?

JANIE
(hurt)
I have to practice for the party
tonight, Daddy.

PETE
Mommy says we can stay up till
midnight and sing Christmas carols.

TOMMY
Can you sing, Daddy?

MARY
(to George)
Better hurry and shave. The families
will be here soon.

GEORGE
(rising from chair)
Families! I don't want the families
over here!

Mary leads him out toward the kitchen.

MARY
Come on out in the kitchen with me
while I finish dinner.

They exit with Tommy hanging onto George's coat-tails, and
pulling at him. CAMERA PANS WITH them.

TOMMY
Excuse me... excuse me...

INT. HALL NIGHT

CLOSE SHOT

As they go toward kitchen.

MARY
Have a hectic day?

GEORGE
(bitterly)
Oh, yeah, another big red letter day
for the Baileys.

PETE
Daddy, the Browns next door have a
new car. You should see it.

GEORGE
(turns on him)
Well, what's the matter with our
car? Isn't it good enough for you?

PETE
Yes, Daddy.

TOMMY
(tugging at coat)
Excuse me, excuse me...

INT. KITCHEN NIGHT

CLOSE SHOT

They come through the door.

GEORGE
(annoyed)
Excuse you for what?

TOMMY
I burped!

MARY
All right, darling, you're excused.
Now go upstairs and see what little
Zuzu wants.

Tommy leaves, and Mary turns to the stove.

GEORGE
Zuzu! What's the matter with Zuzu?

MARY
Oh, she's got a cold. She's in bed.
Caught it coming home from school.
They gave her a flower for a prize
and she didn't want to crush it so
she didn't button up her coat.

GEORGE
What is it, a sore throat or what?

MARY
Just a cold. The doctor says it's
nothing serious.

GEORGE
The doctor? Was the doctor here?

MARY
Yes, I called him right away. He
says it's nothing to worry about.

GEORGE
Is she running a temperature? What
is it?

MARY
Just a teensie one ninety-nine,
six. She'll be all right.

George paces about the kitchen, worried.

GEORGE
Gosh, it's this old house. I don't
know why we don't all have pneumonia.
This drafty old barn! Might as well
be living in a refrigerator. Why did
we have to live here in the first
place and stay around this measly,
crummy old town?

MARY
(worried)
George, what's wrong?

GEORGE
Wrong? Everything's wrong! You call
this a happy family? Why did we have
to have all these kids?

PETE
(coming in)
Dad, how do you spell "frankincense"?

GEORGE
(shouts)
I don't know. Ask your mother.

George goes toward doorway.

MARY
Where're you going?

GEORGE
Going up to see Zuzu.

We hear his footsteps as he leaves. Mary looks after him,
puzzled and concerned, then comes over to Pete.

PETE
He told me to write a play for
tonight.

MARY
F-R-A-N-K-I-N...

INT. HALL NIGHT

MEDIUM CLOSE SHOT GEORGE STARTS UP THE STAIRS

The knob on the banister comes off in his hand, and for a
moment he has an impulse to hurl it into the living room.
Then, he replaces the knob, and goes on up the stairs.

INT. ZUZU'S BEDROOM NIGHT

FULL SHOT

The SOUND of Janie at the piano can be heard, the same
monotonous rhythm over and over. Zuzu (aged six) is sitting
up in her bed, the lamp burning beside her. She is holding
her prize flower. George tiptoes in. Then, as he sees she's
awake, he comes over, sitting on the edge of her bed.

ZUZU
Hi, Daddy.

GEORGE
Well, what happened to you?

ZUZU
I won a flower.

She starts to get out of bed.

GEORGE
Wait now. Where do you think you're
going?

ZUZU
Want to give my flower a drink.

GEORGE
All right, all right. Here, give
Daddy the flower. I'll give it a
drink.

She shakes her head and presses the flower to her. A few
petals fall off. She picks them up.

ZUZU
Look, Daddy... paste it.

GEORGE
Yeah, all right. Now, I'll paste
this together.

She hands him the fallen petals and the flower. He turns his
back to Zuzu, pretending to be tinkering with the flower. He
sticks the fallen petals in his watch pocket, rearranges the
flower, and then turns back to Zuzu.

GEORGE
There it is, good as new.

ZUZU
Give the flower a drink.

George puts the flower in a glass of water on the table beside
her bed.

GEORGE
Now, will you do something for me?

CLOSEUP GEORGE AND ZUZU

They whisper.

ZUZU
What?

GEORGE
Will you try to get some sleep?

ZUZU
I'm not sleepy. I want to look at my
flower.

GEORGE
I know I know, but you just go to
sleep, and then you can dream about
it, and it'll be a whole garden.

ZUZU
It will?

GEORGE
Uh-huh.

She closes her eyes and relaxes on the bed. George pulls the
covers over her. He bends down and his lips touch a tendril
of the child's hair. Then he gets up and tiptoes out of the
room.

INT. LIVING ROOM NIGHT

CLOSE SHOT

Janie is still pounding with grim determination at the piano.
Pete is seated at the table writing. Tommy is playing with
his toy vacuum cleaner. The telephone rings.

JANIE AND PETE
Telephone.

INT. LIVING ROOM NIGHT

CLOSE SHOT

Mary comes in and picks up the phone.

MARY
I'll get it.
(on phone)
Hello. Yes, this is Mrs. Bailey.

George enters shot, and stands listening to her.

MARY
Oh, thank you, Mrs. Welch. I'm sure
she'll be all right. The doctor says
that she ought to be out of bed in
time to have her Christmas dinner.

GEORGE
Is that Zuzu's teacher?

MARY
(hand over receiver)
Yes.

GEORGE
Let me speak to her.

He snatches the phone from Mary.

GEORGE
(on phone)
Hello. Hello, Mrs. Welch? This is
George Bailey. I'm Zuzu's father.
Say, what kind of a teacher are you
anyway? What do you mean sending
her home like that, halfnaked? Do
you realize she'll probably end up
with pneumonia on account of you?

MARY
(shocked)
George!

She puts a restraining hand on his arm. He shakes it off.
She cannot know that George's tirade against Mrs. Welch is
really a tirade against the world, against life itself,
against God. Over the phone we hear Mrs. Welch's voice
sputtering with protest.

GEORGE
Is this the sort of thing we pay
taxes for to have teachers like
you? Silly, stupid, careless people
who send our kids home without any
clothes on? You know, maybe my kids
aren't the best-dressed kids; maybe
they don't have any decent clothes...

Mary succeeds in wresting the phone from George's hand.

GEORGE
Aw, that stupid...

Mary speaks quickly in to the phone.

MARY
Hello, Mrs. Welch. I want to
apologize... hello... hello...
(to George)
She's hung up.

GEORGE
(savagely)
I'll hang her up!

But the telephone is suddenly alive with a powerful male
voice calling:

MR. WELCH'S VOICE
Now, who do you think you are?

George hears this and grabs the receiver from Mary.

GEORGE
(to Mary)
Wait a minute.
(on phone)
Hello? Who is this? Oh, Mr. Welch?
Okay, that's fine, Mr. Welch. Gives
me a chance to tell you what I really
think of your wife.

Mary once more tries to take the phone from him.

MARY
George...

GEORGE
(raving at her)
Will you get out and let me handle
this?
(into phone shouting)
Hello? Hello? What? Oh, you will,
huh? Okay, Mr. Welch, any time you
think you're man enough... Hello?
Any...

But before he can think of an insult to top Welch's, we hear
a click on the phone.

GEORGE
Oh...

He hangs up the receiver, and turns toward the living room.
His face is flushed and wet.

PETE
Daddy, how do you spell "Hallelujah"?

GEORGE
(shouts)
How should I know? What do you think
I am, a dictionary?

He yells at Tommy, noisily playing with his vacuum cleaner.

GEORGE
Tommy, stop that! Stop it!

Janie is still practicing at the piano, monotonously.

GEORGE
(savagely)
Janie, haven't you learned that silly
tune yet? You've played it over and
over again. Now stop it! Stop it!

INT. LIVING ROOM NIGHT

CLOSE SHOT

The room has suddenly become ominously quiet, the only SOUND
being George's labored breathing. George goes over to a corner
of the room where his workshop is set up a drawing table,
several models of modern buildings, bridges, etc. Savagely
he kicks over the models, picks up some books and hurls them
into the corner. Mary and the children watch, horrified.
George looks around and sees them staring at him as if he
were some unknown wild animal. The three children are crying.

GEORGE
(gasping for breath)
I'm sorry, Mary, Janie. I'm sorry. I
didn't mean... you go on and practice.
Pete, I owe you an apology, too. I'm
sorry. What do you want to know?

PETE
(holding back his
tears)
Nothing, Daddy.

Mary and the children stare at him, stunned by his furious
outburst. There is silence in the room.

GEORGE
What's the matter with everybody?
Janie, go on. I told you to practice.
(shouts)
Now, go on, play!

Janie breaks into sobs.

JANIE
Oh, Daddy...

MARY
(in an outburst)
George, why must you torture the
children? Why don't you...

The sight of Mary and the children suffering is too much for
George.

GEORGE
Mary...

He looks around him, then quickly goes out the front door of
the house. Mary goes to the phone, picks it up.

MARY
Bedford, two-four-seven, please.

PETE
Is Daddy in trouble?

JANIE
Shall I pray for him?

MARY
Yes, Janie, pray very hard.

TOMMY
Me, too?

MARY
You too, Tommy.
(on phone)
Hello, Uncle Billy?

WIPE TO:

INT. POTTER'S OFFICE IN BANK NIGHT 8:00 P.M.

MEDIUM CLOSEUP

Potter is seated at his desk, his goon beside him. He is
signing some papers. George is seated in a chair before the
desk, without a hat or coat, covered lightly with snow.

GEORGE
I'm in trouble, Mr. Potter. I need
help. Through some sort of an
accident my company's short in their
accounts. The bank examiner's up
there today. I've got to raise eight
thousand dollars immediately.

POTTER
(casually)
Oh, so that's what the reporters
wanted to talk to you about?

GEORGE
(incredulous)
The reporters?

POTTER
Yes. They called me up from your
Building and Loan. Oh, there's a man
over there from the D.A.'s office,
too. He's looking for you.

GEORGE
(desperate)
Please help me, Mr. Potter. Help me,
won't you please? Can't you see what
it means to my family? I'll pay you
any sort of a bonus on the loan...
any interest. If you still want the
Building and Loan, why I...

POTTER
(interrupting)
George, could it possibly be there's
a slight discrepancy in the books?

GEORGE
No, sir. There's nothing wrong with
the books. I've just misplaced eight
thousand dollars. I can't find it
anywhere.

POTTER
(looking up)
You misplaced eight thousand dollars?

GEORGE
Yes, sir.

POTTER
Have you notified the police?

GEORGE
No, sir. I didn't want the publicity.
Harry's homecoming tomorrow...

POTTER
(snorts)
They're going to believe that one.
What've you been doing, George?
Playing the market with the company's
money?

GEORGE
No, sir. No, sir. I haven't.

POTTER
What is it a woman, then? You know,
it's all over town that you've been
giving money to Violet Bick.

GEORGE
(incredulous)
What?

POTTER
Not that it makes any difference to
me, but why did you come to me? Why
don't you go to Sam Wainwright and
ask him for the money?

GEORGE
I can't get hold of him. He's in
Europe.

POTTER
Well, what about all your other
friends?

GEORGE
They don't have that kind of money,
Mr. Potter. You know that. You're
the only one in town that can help
me.

POTTER
I see. I've suddenly become quite
important. What kind of security
would I have, George? Have you got
any stocks?

GEORGE
(shaking his head)
No, sir.

POTTER
Bonds? Real estate? Collateral of
any kind?

GEORGE
(pulls out policy)
I have some life insurance, a fifteen
thousand dollar policy.

POTTER
Yes... how much is your equity in
it?

GEORGE
Five hundred dollars.

POTTER
(sarcastically)
Look at you. You used to be so cocky!
You were going to go out and conquer
the world! You once called me a
warped, frustrated old man. What are
you but a warped, frustrated young
man? A miserable little clerk crawling
in here on your hands and knees and
begging for help. No securities no
stocks no bonds nothing but a
miserable little five hundred dollar
equity in a life insurance policy.
You're worth more dead than alive.
Why don't you go to the riff-raff
you love so much and ask them to let
you have eight thousand dollar? You
know why? Because they'd run you out
of town on a rail... But I'll tell
you what I'm going to do for you,
George. Since the state examiner is
still here, as a stockholder of the
Building and Loan, I'm going to swear
out a warrant for your arrest.
Misappropriation of funds
manipulation malfeasance...

George turns and starts out of the office as Potter picks up
the phone and dials.

POTTER
All right, George, go ahead. You
can't hide in a little town like
this.

George is out of the door by now. CAMERA MOVES CLOSER to
Potter.

POTTER
(on phone)
Bill? This is Potter.

EXT. MAIN STREET BEDFORD FALLS NIGHT

MEDIUM CLOSE SHOT

George comes out of the bank into the falling snow. He crosses
the street, tugs at the door of his old car, finally steps
over the door, and drives off.

EXT. MARTINI'S BAR NIGHT

MEDIUM CLOSE SHOT

An attractive little roadside tavern, with the name
"Martini's" in neon lights on the front wall.

INT. MARTINI'S BAR NIGHT

CLOSE SHOT

The place is an Italian restaurant with bar. The bottles
sparkle. There are Christmas greens and holly decorating
the place. It has a warm, welcoming spirit, like Martini
himself, who is welcoming new arrivals. The booths and the
checkered-cloth-covered tables are full. There is an air of
festivity and friendliness, and more like a party than a
public drinking place. George is seated at the bar he has
had a great deal to drink, far more than he's accustomed to.

MARTINI'S VOICE
(greeting new customers)
Merry Christmas. Glad you came.

MAN'S VOICE
How about some of that good spaghetti?

MARTINI'S VOICE
We got everything.

During this, CAMERA MOVES CLOSER to George. Nick, the
bartender, is watching him solicitously. Seated on the other
side of George is a burly individual, drinking a glass of
beer. George is mumbling:

GEORGE
God... God... Dear Father in Heaven,
I'm not a praying man, but if you're
up there and you can hear me, show
me the way. I'm at the end of my
rope. Show me the way, God.

NICK
(friendly)
Are you all right, George? Want
someone to take you home?

George shakes his head. Martini comes over to his side.

MARTINI
(worried)
Why you drink so much, my friend?
Please go home, Mr. Bailey. This is
Christmas Eve.

The ugly man next to George, who has been listening, reacts
sharply to the name "Bailey."

MAN
Bailey? Which Bailey?

NICK
This is Mr. George Bailey.

Without any warning, the burly man throws a vicious punch at
George, who goes down and out. Martini, Nick and several
others rush to pick him up.

MAN
(to George)
And the next time you talk to my
wife like that you'll get worse. She
cried for an hour. It isn't enough
she slaves teaching your stupid kids
how to read and write, and you have
to bawl her out...

MARTINI
(furious)
You get out of here, Mr. Welch!

Mr. Welch reaches in his pocket for money.

WELCH
Now wait... I want to pay for my
drink.

MARTINI
Never mind the money. You get out of
here quick.

WELCH
All right.

MARTINI
You hit my best friend. Get out!

Nick and Martini shove Welch out the door, then run back to
help George to his feet. George's mouth is cut and bleeding.

NICK
You all right, George?

GEORGE
(stunned)
Who was that?

MARTINI
He's gone. Don't worry. His name is
Welch. He don't come in to my place
no more.

GEORGE
Oh Welch. That's what I get for
praying.

MARTINI
The last time he come in here. You
hear that, Nick?

NICK
Yes, you bet.

GEORGE
Where's my insurance policy?
(finds it in pocket)
Oh, here...

He starts for the door.

MARTINI
Oh, no, Please, don't go out this
way, Mr. Bailey.

GEORGE
I'm all right.

Nick and Martini try to stop him, but he shrugs them off.

MARTINI
Oh, no you don't feel so good.

GEORGE
I'm all right.

MARTINI
Please don't go away please!

George opens the door and exits to the street.

WIPE TO:

EXT. RESIDENTIAL STREET NIGHT

MEDIUM SHOT

George's car comes along the empty street, through the falling
snow, suddenly swerves and crashes into a tree near the
sidewalk of a house. George gets out to look at the damage,
and savagely kicks at the open door of the car, trying to
shut it. The noise brings the owner of the house running
out.

OWNER
What do you think you're doing?

CLOSE SHOT

George stands unsteadily near the car, shaken by the accident.
The front lights are broken and the fender is ripped. George
stands dully looking at the damage. The owner comes up,
looking at his tree. He leans over to examine the damages.

OWNER
(with indignation)
Now look what you did. My
greatgrandfather planted this tree.

George staggers off down the street, paying no attention to
the man.

OWNER
Hey, you... Hey, you! Come back here,
you drunken fool! Get this car out
of here!

EXT. BRIDGE OVER RIVER NIGHT

MEDIUM LONG SHOT

George is crossing the approach to the bridge when a truck
swings around the corner and nearly hits him.

DRIVER
Hey, what's the matter with you?
Look where you're going!

The truck turns onto the bridge, and George takes a narrow
catwalk at the railing.

CLOSE SHOT

George has stopped by the railing at the center of the bridge.
The snow is now falling hard.

EXT. RIVER NIGHT

MEDIUM CLOSE SHOT

CAMERA SHOOTING DOWN from George's angle TO the water, dotted
with floating ice, passing under the bridge.

EXT. BRIDGE AT RAILING NIGHT

CLOSEUP GEORGE

He stares down at the water, desperate, trying to make up
his mind to act. He leans over looking at the water,
fascinated, glances furtively around him, hunches himself as
though about to jump.

MEDIUM CLOSE SHOT

From above George a body hurtles past and lands in the water
with a loud splash. George looks down, horrified.

VOICE
(from river)
Help! Help!

George quickly takes off his coat and dives over the railing
into the water.

CLOSER ANGLE

George comes up, sees the man flailing about in the water,
and CAMERA PANS WITH him as he swims toward the man.

MAN
Help! Help! Help!

EXT. TOLL HOUSE ON BRIDGE NIGHT

CLOSE SHOT

The toll house keeper, hearing the cries for help, comes
running out on the bridge with a flashlight, which he shines
on the two figures struggling in the water below.

EXT. RIVER NIGHT

CLOSE SHOT

The man in the water is Clarence, the angel whose voice we
have heard speaking from Heaven. George reaches him, grabs
hold of him, and starts swimming for shore.

WIPE TO:

INT. TOLL HOUSE ON BRIDGE NIGHT

MEDIUM SHOT GEORGE, CLARENCE, AND THE TOLLKEEPER

George is seated before a wood-burning stove before which
his clothes are drying on a line. He is in his long winter
underwear. He is sipping a mug of hot coffee, staring at
the stove, cold, gloomy and drunk, ignoring Clarence and the
tollkeeper, preoccupied by his near suicide and his unsolved
problems. Clarence is standing on the other side of the
stove, putting on his undershirt. This is a ludicrous
seventeenth century garment which looks like a baby's night
shirt with embroidered cuffs and collar, and gathered at
the neck with a drawstring. It falls below his knees. The
tollkeeper is seated against the wall eyeing them
suspiciously. Throughout the scene he attempts to spit, but
each time is stopped by some amazing thing Clarence does or
says. Clarence becomes aware that his garment is amazing
the tollkeeper.

CLARENCE
I didn't have time to get some stylish
underwear. My wife gave me this on
my last birthday. I passed away in
it.

The tollkeeper, about to spit, is stopped in the middle of
it by this remark. Clarence, secretly trying to get George's
attention, now picks up a copy of "Tom Sawyer" which is
hanging on the line, drying. He shakes the book.

CLARENCE
Oh, Tom Sawyer's drying out, too.
You should read the new book Mark
Twain's writing now.

The tollkeeper stares at him incredulously.

TOLLKEEPER
How'd you happen to fall in?

CLARENCE
I didn't fall in. I jumped in to
save George.

George looks up, surprised.

GEORGE
You what? To save me?

CLARENCE
Well, I did, didn't I? You didn't go
through with it, did you?

GEORGE
Go through with what?

CLARENCE
Suicide.

George and the tollkeeper react to this.

TOLLKEEPER
It's against the law to commit suicide
around here.

CLARENCE
Yeah, it's against the law where I
come from, too.

TOLLKEEPER
Where do you come from?

He leans forward to spit, but is stopped by Clarence's next
statement.

CLARENCE
Heaven.
(to George)
I had to act quickly; that's why I
jumped in. I knew if I were drowning
you'd try to save me. And you see,
you did, and that's how I saved you.

The tollkeeper becomes increasingly nervous. George casually
looks at the strange smiling little man a second time.

GEORGE
(offhand)
Very funny.

CLARENCE
Your lip's bleeding, George.

George's hand goes to his mouth.

GEORGE
Yeah, I got a bust in the jaw in
answer to a prayer a little bit ago.

CLARENCE
(comes around to George)
Oh, no no no. I'm the answer to
your prayer. That's why I was sent
down here.

GEORGE
(casually interested)
How do you know my name?

CLARENCE
Oh, I know all about you. I've watched
you grow up from a little boy.

GEORGE
What are you, a mind reader or
something?

CLARENCE
Oh, no.

GEORGE
Well, who are you, then?

CLARENCE
Clarence Odbody, A-S-2.

GEORGE
Odbody... A-S-2. What's that A-S-2?

CLARENCE
Angel, Second Class.

The tollkeeper's chair slips out from under him with a crash.
He has been leaning against the wall on it, tipped back on
two legs. Tollkeeper rises and makes his way warily out the
door. From his expression he looks like he'll call the nearest
cop.

CLARENCE
(to tollkeeper)
Cheerio, my good man.

George rubs his head with his hand, to clear his mind.

GEORGE
Oh, brother. I wonder what Martini
put in those drinks?

He looks up at Clarence standing beside him.

GEORGE
Hey, what's with you? What did you
say just a minute ago? Why'd you
want to save me?

CLARENCE
That's what I was sent down for. I'm
your guardian angel.

GEORGE
I wouldn't be a bit surprised.

CLARENCE
Ridiculous of you to think of killing
yourself for money. Eight thousand
dollars.

GEORGE
(bewildered)
Yeah... just things like that. Now
how'd you know that?

CLARENCE
I told you I'm your guardian angel.
I know everything about you.

GEORGE
Well, you look about like the kind
of an angel I'd get. Sort of a fallen
angel, aren't you? What happened to
your wings?

CLARENCE
I haven't won my wings yet. That's
why I'm an angel Second Class.

GEORGE
I don't know whether I like it very
much being seen around with an angel
without any wings.

CLARENCE
Oh, I've got to earn them, and you'll
help me, won't you?

GEORGE
(humoring him)
Sure, sure. How?

CLARENCE
By letting me help you.

GEORGE
Only one way you can help me. You
don't happen to have eight thousand
bucks on you?

CLARENCE
Oh, no, no. We don't use money in
Heaven.

GEORGE
Oh, that's right, I keep forgetting.
Comes in pretty handy down here,
bub.

CLARENCE
Oh, tut, tut, tut.

GEORGE
I found it out a little late. I'm
worth more dead than alive.

CLARENCE
Now look, you mustn't talk like that.
I won't get my wings with that
attitude. You just don't know all
that you've done. If it hadn't been
for you...

GEORGE
(interrupts)
Yeah, if it hadn't been for me,
everybody'd be a lot better off. My
wife, and my kids and my friends.
(annoyed with Clarence)
Look, little fellow, go off and haunt
somebody else, will you?

CLARENCE
No, you don't understand. I've got
my job...

GEORGE
(savagely)
Aw, shut up, will you.

Clarence is not getting far with George. He glances up, paces
across the room, thoughtfully.

CLARENCE
(to himself)
Hmmm, this isn't going to be so easy.
(to George)
So you still think killing yourself
would make everyone feel happier,
eh?

GEORGE
(dejectedly)
Oh, I don't know. I guess you're
right. I suppose it would have been
better if I'd never been born at
all.

CLARENCE
What'd you say?

GEORGE
I said I wish I'd never been born.

CLARENCE
Oh, you mustn't say things like that.
You...
(gets an idea)
...wait a minute. Wait a minute.
That's an idea.
(glances up toward
Heaven)
What do you think? Yeah, that'll do
it. All right.
(to George)
You've got your wish. You've never
been born.

As Clarence speaks this line, the snow stops falling outside
the building, a strong wind springs up which blows open the
door to the shack. Clarence runs to close the door.

CLARENCE
(looking upward)
You don't have to make all that fuss
about it.

As Clarence speaks, George cocks his head curiously, favoring
his deaf ear, more interested in his hearing than in what
Clarence has said.

GEORGE
What did you say?

CLARENCE
You've never been born. You don't
exist. You haven't a care in the
world.

George feels his ear as Clarence talks.

CLARENCE
No worries no obligations no
eight thousand dollars to get no
Potter looking for you with the
Sheriff.

CLOSEUP GEORGE AND CLARENCE

George indicates his bad ear.

GEORGE
Say something else in that ear.

CLARENCE
(bending down)
Sure. You can hear out of it.

GEORGE
Well, that's the doggonedest thing...
I haven't heard anything out of that
ear since I was a kid. Must have
been that jump in the cold water.

CLARENCE
Your lip's stopped bleeding, too,
George.

George feels his lip, which shows no sign of the recent cut
he received from Welch. He is now thoroughly confused.

GEORGE
What do you know about that... What's
happened?

MEDIUM CLOSE SHOT
George looks around, as though to
get his bearings.

GEORGE
It's stopped snowing out, hasn't it?
What's happened here?
(standing up)
Come on, soon as these clothes of
ours are dry...

CLARENCE
Our clothes are dry.

George feels the clothes on the line.

GEORGE
What do you know about that? Stove's
hotter than I thought. Now, come on,
get your clothes on, and we'll stroll
up to my car and get...

They start dressing. George interrupts himself.

GEORGE
Oh, I'm sorry. I'll stroll. You fly.

CLARENCE
I can't fly. I haven't got any wings.

GEORGE
You haven't got your wings. Yeah,
that's right.

WIPE TO:

EXT. STREET NIGHT

MEDIUM SHOT

This is the same empty street where George's car swerved
into the tree near the sidewalk. George and Clarence come
into shot and up to the spot where George had left his car
smashed against the tree. George looks around, but his car
is nowhere to be seen, and the tree is undamaged.

CLARENCE
What's the matter?

GEORGE
(puzzled)
Well, this is where I left my car
and it isn't here.

CLARENCE
You have no car.

GEORGE
Well, I had a car, and it was right
here. I guess somebody moved it.

CLOSE SHOT AT CURB

The owner of the house passes with some Christmas packages
under his arm.

OWNER
(politely)
Good evening.

GEORGE
Oh, say... Hey... where's my car?

OWNER
I beg your pardon?

GEORGE
My car, my car. I'm the fellow that
owns the car that ran into your tree.

OWNER
What tree?

GEORGE
What do you mean, what tree? This
tree. Here, I ran into it. Cut a
big gash in the side of it here.

The owner bends down to examine the trunk of the tree, then
straightens up and smells George's breath. He backs away.

OWNER
You must mean two other trees. You
had me worried. One of the oldest
trees in Pottersville.

GEORGE
(blankly)
Pottersville? Why, you mean Bedford
Falls.

OWNER
I mean Pottersville.
(sharply)
Don't you think I know where I live?
What's the matter with you?

The owner proceeds toward his house. George is completely
bewildered.

GEORGE
Oh, I don't know. Either I'm off my
nut, or he is...
(to Clarence)
...or you are!

CLARENCE
It isn't me!

GEORGE
Well, maybe I left the car up at
Martini's. Well, come on, Gabriel.

He puts his arm around Clarence, and they start off up the
road.

CLARENCE
(as they go)
Clarence!

GEORGE
Clarence! Clarence!

WIPE TO:

INT. NICK'S BAR NIGHT

CLOSE SHOT

It is Martini's place, but almost unrecognizable. The cheerful
Italian feeling is gone. It is now more of a hard-drinking
joint, a honky-tonk. Same bar, tables have no covers. People
are lower down and tougher. Nick the bartender is behind the
bar. George and Clarence come in. George does not notice the
difference, but Clarence is all eyes and beaming. They go up
to the bar.

GEORGE
(as they come in)
That's all right. Go on in. Martini's
a good friend of mine.

Two people leave the bar as they approach.

GEORGE
There's a place to sit down. Sit
down.

MEDIUM CLOSEUP
Nick is wiping off the bar as they
sit down.

GEORGE
Oh, hello, Nick. Hey, where's Martini?

NICK
You want a martini?

GEORGE
No, no, Martini. Your boss. Where is
he?

NICK
(impatient)
Look, I'm the boss. You want a drink
or don't you?

GEORGE
Okay all right. Double bourbon,
quick, huh?

NICK
Okay.
(to Clarence)
What's yours?

CLARENCE
I was just thinking...
(face puckers up with
delicious anticipation)
It's been so long since I...

NICK
(impatient)
Look, mister, I'm standing here
waiting for you to make up your mind.

CLARENCE
(appreciatively)
That's a good man. I was just thinking
of a flaming rum punch. No, it's not
cold enough for that. Not nearly
cold enough... Wait a minute...
wait a minute... I got it. Mulled
wine, heavy on the cinnamon and light
on the cloves. Off with you, me lad,
and be lively!

NICK
Hey, look mister, we serve hard drinks
in here for men who want to get drunk
fast. And we don't need any
characters around to give the joint
atmosphere. Is that clear? Or do I
have to slip you my left for a
convincer?

As he says this, Nick leans over the counter and puts his
left fist nearly in Clarence's eye. Clarence is puzzled by
this conduct.

CLARENCE
(to George)
What's he talking about?

GEORGE
(soothingly)
Nick Nick, just give him the same
as mine. He's okay.

NICK
Okay.

Nick turns away to get the drinks.

GEORGE
What's the matter with him. I never
saw Nick act like that before.

CLARENCE
You'll see a lot of strange things
from now on.

GEORGE
Oh, yeah. Hey, little fellow you
worry me. You got someplace to sleep?

CLARENCE
No.

GEORGE
You don't huh? Well, you got any
money?

Nick is listening suspiciously to this conversation.

CLARENCE
No.

GEORGE
No wonder you jumped in the river.

CLARENCE
I jumped in the river to save you so
I could get my wings.

Nick stops pouring the drinks, bottle poised in his hand.

GEORGE
Oh, that's right.

A cash register bell rings off stage. Clarence reacts to the
SOUND of the bell.

CLARENCE
Oh-oh. Somebody's just made it.

GEORGE
Made what?

CLARENCE
Every time you hear a bell ring, it
means that some angel's just got his
wings.

George glances up at Nick.

GEORGE
Look, I think maybe you better not
mention getting your wings around
here.

CLARENCE
Why? Don't they believe in angels?

GEORGE
(looking at Nick)
A... Yeah, but... you know...

CLARENCE
Then why should they be surprised
when they see one?

GEORGE
(to Nick)
He never grew up. He's...
(to Clarence)
How old are you, anyway, Clarence?

CLARENCE
Two hundred and ninety-three...
(thinks)
...next May.

Nick slams the bottle down on the counter.

NICK
That does it! Out you two pixies go,
through the door or out the window!

GEORGE
Look, Nick. What's wrong?

NICK
(angrily)
And that's another thing. Where do
you come off calling me Nick?

GEORGE
Well, Nick, that's your name, isn't
it?

NICK
What's that got to do with it? I
don't know you from Adam's off ox.
(sees someone come in)
Hey, you! Rummy! Come here! Come
here!

CLOSE SHOT

A small wreck of a man, with weak, watery eyes. Obviously a
broken-down panhandler, his hat in his hand.

CLOSEUP GEORGE

He can hardly believe his eyes. It is Gower the druggist.

BACK TO SHOT NICK AT THE BAR

NICK
(to Gower)
Didn't I tell you never to come
panhandling around here?

Nick picks up a seltzer bottle, and squirts Gower in the
face with it. The crowd laugh brutally. Gower smiles weakly
as the soda runs off his face.

CLOSE SHOT

George, horrified, leaps up and goes over to Gower.

GEORGE
Mr. Gower! Mr. Gower! This is George
Bailey! Don't you know me?

GOWER
No. No.

NICK
(to his bouncers)
Throw him out. Throw him out.

The bouncers throw Gower out the front door. George rushes
back to the bar.

GEORGE
(bewildered)
Hey, what is... Hey, Nick, Nick...
Isn't that Mr. Gower, the druggist?

NICK
You know, that's another reason for
me not to like you. That rumhead
spent twenty years in jail for
poisoning a kid. If you know him,
you must be a jailbird yourself.
(to his bouncers)
Would you show these gentlemen to
the door.

BOUNCER
Sure. This way, gentlemen.

EXT. NICK'S BAR NIGHT

CLOSE SHOT

George and Clarence come flying through the door and land in
the snow.

INT. NICK'S BAR NIGHT

CLOSE SHOT

Nick at the cash register, busily ringing the bell.

NICK
Hey! Get me! I'm giving out wings!

EXT. NICK'S BAR NIGHT

CLOSE SHOT

George and Clarence lying in the snow. George has a strange,
puzzled look on his face. They remain for a moment as they
landed, looking at each other.

CLARENCE
You see, George, you were not there
to stop Gower from putting that poison
into the...

GEORGE
What do you mean, I wasn't there? I
remember distinctly...

George catches a glimpse of the front of the building with
the neon sign over the door. It now reads "NICK'S PLACE"
instead of "MARTINI'S."

George and Clarence get to their feet.

GEORGE
(exasperated)
What the... hey, what's going on
around here? Why, this ought to be
Martini's place.

He points to the sign, and looks at Clarence. Clarence sort
of hangs his head. George fixes him with a very interested
look.

GEORGE
Look, who are you?

CLARENCE
(patiently)
I told you, George. I'm your guardian
angel.

George, still looking at him, goes up to him and pokes his
arm. It's flesh.

GEORGE
Yeah, yeah, I know. You told me that.
What else are you? What... are you a
hypnotist?

CLARENCE
No, of course not.

GEORGE
Well then, why am I seeing all these
strange things?

CLARENCE
Don't you understand, George? It's
because you were not born.

GEORGE
Then if I wasn't born, who am I?

CLARENCE
You're nobody. You have no identity.

George rapidly searches his pockets for identification, but
without success.

GEORGE
What do you mean, no identity? My
name's George Bailey.

CLARENCE
There is no George Bailey. You have
no papers, no cards, no driver's
license, no 4-F card, no insurance
policy...
(he says these things
as George searches
for them)
George looks in his watch pocket.

CLARENCE
They're not there, either.

GEORGE
What?

CLARENCE
Zuzu's petals.

George feverishly continues to turn his pockets inside out.

CLARENCE
You've been given a great gift,
George. A chance to see what the
world would be like without you.

George is completely befuddled.

GEORGE
(shaking his head)
Now wait a minute, here. Wait a minute
here. As, this is some sort of a
funny dream I'm having here. So long,
mister, I'm going home.

He starts off. Clarence rises.

CLARENCE
Home? What home?

GEORGE
(furious)
Now shut up! Cut it out! You're...
you're... you're crazy! That's what
I think... you're screwy, and you're
driving me crazy, too! I'm seeing
things. I'm going home and see my
wife and family. Do you understand
that? And I'm going home alone!

George strides off hurriedly. Clarence slowly follows him,
glancing up toward Heaven as he goes.

CLARENCE
How'm I doing, Joseph. Thanks.
(pause)
No, I didn't have a drink!

WIPE TO:

EXT. STREET NIGHT

MEDIUM SHOT GEORGE MOVES INTO THE SCENE

The sign bearing the name of the town reads: "Pottersville."
George looks at it in surprise, then starts up the street
toward the main part of town. As he goes, CAMERA MOVES WITH
him. The character of the place has completely changed. Where
before it was a quiet, orderly small town, it has now become
in nature like a frontier village. We see a SERIES OF SHOTS
of night clubs, cafes, bars, liquor stores, pool halls and
the like, with blaring jazz MUSIC issuing from the majority
of them. The motion picture theatre has become a burlesque
house. Gower's drugstore is now a pawnbroker's establishment,
and so on.

CLOSE SHOT

George stops before what used to be the offices of the
Building and Loan. There is a garish electric sign over the
entrance reading: "Welcome Jitterbugs." A crowd of people
are watching the police, who are raiding the place, and
dragging out a number of screaming women, whom they throw
into a patrol wagon. George talks to one of the cops:

GEORGE
Hey... hey. Where did the Building
and Loan move to?

COP
The Building and what?

GEORGE
The Bailey Building and Loan. It was
up there.

COP
They went out of business years ago.

MEDIUM CLOSEUP

George sees the struggling figure of Violet Bick, arrayed as
a tart, being dragged into the patrol wagon.

GEORGE
Hey, Violet!
(to the cop)
Hey, listen that's Violet Bick!

COP
I know. I know.

GEORGE
I know that girl!

The cop shoves George to one side. He looks around and sees
Ernie's taxi cruising slowly by.

GEORGE
Hey, Ernie Ernie!

EXT. STREET NIGHT

CLOSE SHOT

Ernie stops the cab, and George enters it.

GEORGE
Ernie, take me home. I'm off my nut!

ERNIE
(a much harder Ernie)
Where do you live?

GEORGE
Aw, now, doggone it, Ernie, don't
you start pulling that stuff. You
know where I live. Three-twenty
Sycamore. Now hurry up.

ERNIE
Okay. Three-twenty Sycamore?...

GEORGE
Yeah yeah hurry up. Zuzu's sick.

ERNIE
All right. He pulls down the flag
on the meter and starts the cab.

INT. CAB NIGHT

MEDIUM CLOSEUP GEORGE AND ERNIE

Ernie is puzzled by the stranger.

GEORGE
Look here, Ernie, straighten me out
here. I've got some bad liquor or
something. Listen to me now. Now,
you are Ernie Bishop, and you live
in Bailey Park with your wife and
kid? That's right, isn't it?

ERNIE
(suspiciously)
You seen my wife?

GEORGE
(exasperated)
Seen your wife? I've been to your
house a hundred times.

ERNIE
Look, bud, what's the idea? I live
in a shack in Potter's Field and my
wife ran away three years ago and
took the kid... And I ain't never
seen you before in my life.

GEORGE
Okay. Just step on it. Just get me
home.

Ernie turns to driving, but he's worried about his passenger.
As he passes the burlesque house he sees Bert the cop standing
beside his police car. Attracting his attention, he motions
to Bert to follow him, indicating he has a nut in the back.
Bert gets into his car and follows.

WIPE TO:

EXT. GEORGE'S HOUSE NIGHT

MEDIUM LONG SHOT

The taxi pulls up to the curb and stops.

MEDIUM CLOSE SHOT

The cab is parked. George gets out and looks at the house.

ERNIE
Is this the place?

GEORGE
Of course it's the place.

ERNIE
Well, this house ain't been lived in
for twenty years.

EXT. HOUSE NIGHT

MEDIUM SHOT

George is stopped momentarily by the appearance of the house.
Windows are broken, the porch sags, one section of the roof
has fallen, doors and shutters hang askew on their hinges.
Like a doomed man, George approaches the house.

EXT. CAB NIGHT

MEDIUM CLOSE SHOT

The police car has pulled up beside the cab, and Bert and
Ernie stand watching George's actions.

BERT
What's up, Ernie?

ERNIE
I don't know, but we better keep an
eye on this guy. He's bats.

Ernie switches on the spotlight on his cab, and turns the
beam toward the old house.

INT. HALLWAY GEORGE'S HOUSE NIGHT

CLOSE SHOT

The interior of the house is lit up here and there, ghostlike,
by Ernie's spotlight. No furniture, cobwebs, wallpaper hanging
and swinging stairs are broken and collapsed. In a voice
that sounds like a cry for help, George yells out:

GEORGE
Mary! Mary! Tommy! Pete! Janie! Zuzu!
Where are you?

Clarence suddenly appears leaning against a wall.

CLARENCE
They're not here, George. You have
no children.

GEORGE
(ignoring him)
Where are you?
(then, to Clarence)
What have you done with them?

INT. DOORWAY NIGHT

CLOSE SHOT

Bert is standing in the entrance, with his gun in his hand.
Ernie is a few feet behind him, ready to run.

BERT
All right, put up your hands. No
fast moves. Come on out here, both
of you.

GEORGE
Bert! Thank heaven you're here!

He rushes toward Bert.

BERT
Stand back.

GEORGE
Bert, what's happened to this house?
Where's Mary? Where's my kids?

ERNIE
(warningly)
Watch him, Bert.

BERT
Come on, come on.

GEORGE
(bewildered)
Bert Ernie! What's the matter with
you two guys? You were here on my
wedding night. You, both of you,
stood out here on the porch and sung
to us, don't you remember?

ERNIE
(nervously)
Think I'd better be going.

BERT
Look, now why don't you be a good
kid and we'll take you in to a doctor.
Everything's going to be all right.

Bert tries to lead George away by the arm, but George
struggles with him, trying to explain.

GEORGE
Bert, now listen to me. Ernie, will
you take me over to my mother's house?
Bert, listen!
(gesturing to Clarence)
It's that fellow there he says
he's an angel he's tried to
hypnotize me.

BERT
I hate to do this, fella.

Bert raises his gun to hit George on the head. As he does
so, Clarence darts in and fixes his teeth in Bert's wrist,
forcing him to let George go.

CLARENCE
Run... George! Run, George!

George dashes out of the house and down the street, as Bert
grapples with Clarence, and they fall to the ground,
wrestling. We see Bert kneeling, trying to put handcuffs on
Clarence.

CLARENCE
Help! Joseph, help!

BERT
Oh, shut up!

CLARENCE
Help, oh Joseph, help! Joseph!

Suddenly Clarence disappears from under Bert's hands. Bert
gets up, amazed by his vanishing.

BERT
Where'd he go? Where'd he go? I had
him right here.

Ernie's hair is now standing on end with fright.

ERNIE
(stammering)
I need a drink.

He runs out of the scene.

BERT
Well, which way'd they go? Help me
find 'em.

EXT. BAILEY HOME NIGHT

MEDIUM SHOT

George runs up the path to the front door of the house and
raps on the door. He rings the bell and taps on the glass,
when his attention is caught by a sign on the wall reading:
"Ma Bailey's Boarding House."

MEDIUM CLOSEUP GEORGE AT THE DOOR

The door opens and a woman appears. It is Mrs. Bailey, but
she has changed amazingly. Her face is harsh and tired. In
her eyes, once kindly and understanding, there is now cold
suspicion. She gives no sign that she knows him.

MA BAILEY
Well?

GEORGE
Mother...

MA BAILEY
Mother? What do you want?

It is a cruel blow to George.

GEORGE
Mother, this is George. I thought
sure you'd remember me.

MA BAILEY
(coldly)
George who? If you're looking for a
room there's no vacancy.

She starts to close the door, but George stops her.

GEORGE
Oh, Mother, Mother, please help me.
Something terrible's happened to me.
I don't know what it is. Something's
happened to everybody. Please let me
come in. Keep me here until I get
over it.

MA BAILEY
Get over what? I don't take in
strangers unless they're sent here
by somebody I know.

GEORGE
(desperate)
Well, I know everybody you know.
Your brother-in-law, Uncle Billy.

MA BAILEY
(suspiciously)
You know him?

GEORGE
Well, sure I do.

MA BAILEY
When'd you see him last?

GEORGE
Today, over at the house.

MA BAILEY
That's a lie. He's been in the insane
asylum ever since he lost his
business. And if you ask me, that's
where you belong.

She slams the door shut in George's face.

EXT. HOUSE NIGHT

MEDIUM CLOSE SHOT

George stands a moment, stunned. Then he turns and runs out
to the sidewalk, until his face fills the screen. His features
are distorted by the emotional chaos within him. We see
Clarence leaning on the mail box at the curb, holding his
volume of "Tom Sawyer" in his hand.

CLARENCE
Strange, isn't it? Each man's life
touches so many other lives, and
when he isn't around he leaves an
awful hole, doesn't he?

GEORGE
(quietly, trying to
use logic)
I've heard of things like this. You've
got me in some kind of a spell, or
something. Well, I'm going to get
out of it. I'll get out of it. I
know how, too. I... the last man I
talked to before all this stuff
started happening to me was Martini.

CLARENCE
You know where he lives?

GEORGE
Sure I know where he lives. He lives
in Bailey Park.

They walk out of scene.

WIPE TO:

EXT. CEMETERY NIGHT

MEDIUM SHOT

George and Clarence approach the tree from which the "Bailey
Park" sign once hung. Now it is just outside a cemetery,
with graves where the houses used to be.

CLARENCE
Are you sure this is Bailey Park?

GEORGE
Oh, I'm not sure of anything anymore.
All I know is this should be Bailey
Park. But where are the houses?

The two walk into the cemetery.

CLARENCE
(as they go)
You weren't here to build them.

CLOSE MOVING SHOT

George wandering like a lost soul among the tombstones,
Clarence trotting at his heels. Again George stops to stare
with frightened eyes at:

CLOSE SHOT A TOMBSTONE

Upon it is engraved a name, Harry Bailey. Feverishly George
scrapes away the snow covering the rest of the inscription,
and we read: "IN MEMORY OF OUR BELOVED SON HARRY BAILEY
1911-1919"

CLOSE SHOT GEORGE AND CLARENCE

CLARENCE
Your brother, Harry Bailey, broke
through the ice and was drowned at
the age of nine.

George jumps up.

GEORGE
That's a lie! Harry Bailey went to
war! He got the Congressional Medal
of Honor! He saved the lives of every
man on that transport.

CLARENCE
(sadly)
Every man on that transport died.
Harry wasn't there to save them
because you weren't there to save
Harry. You see, George, you really
had a wonderful life. Don't you see
what a mistake it would be to throw
it away?

CLOSEUP GEORGE AND CLARENCE

GEORGE
Clarence...

CLARENCE
Yes, George?

GEORGE
Where's Mary?

CLARENCE
Oh, well, I can't...

GEORGE
I don't know how you know these
things, but tell me where is she?

George grabs Clarence by the coat collar and shakes him.

CLARENCE
I...

GEORGE
If you know where she is, tell me
where my wife is.

CLARENCE
I'm not supposed to tell.

GEORGE
(becoming violent)
Please, Clarence, tell me where she
is.

CLARENCE
You're not going to like it, George.

GEORGE
(shouting)
Where is she?

CLARENCE
She's an old maid. She never married.

GEORGE
(choking him)
Where's Mary? Where is she?

CLARENCE
She's...

GEORGE
Where is she?

CLARENCE
(in self-defense)
She's just about to close up the
library!

George lets Clarence go, and runs off. Clarence falls to the
ground, where he rubs his neck.

CLARENCE
(to himself)
There must be some easier way for me
to get my wings.

WIPE TO:

EXT. LIBRARY NIGHT

CLOSE SHOT

Mary comes out the door, then turns and locks it. We see
George watching her from the sidewalk. Mary is very different
no buoyancy in her walk, none of Mary's abandon and love
of life. Glasses, no make-up, lips compressed, elbows close
to body. She looks flat and dried up, and extremely self-
satisfied and efficient.

CLOSEUP

George, as he watches her.

CLOSE SHOT

George and Mary, on the sidewalk.

GEORGE
Mary!

She looks up, surprised, but, not recognizing him, continues
on.

GEORGE
Mary!

Mary starts to run away from him, and he follows, desperately.

GEORGE
Mary! Mary!

He catches up to her, grabs her by the arms, and keeps a
tight grip on her. She struggles to free herself.

GEORGE
Mary, it's George! Don't you know
me? What's happened to us?

MARY
(struggling)
I don't know you! Let me go!

GEORGE
Mary, please! Oh, don't do this to
me. Please, Mary, help me. Where's
our kids? I need you, Mary! Help me,
Mary!

Mary breaks away from him, and dashes into the first door
she comes to, the Blue Moon Bar.

INT. BLUE MOON NIGHT

CLOSE SHOT

Small tables, booths, perhaps a counter. It is crowded. Many
of the people are the same who were present during the run
on the Building and Loan. Mary comes running in, screaming.
The place goes into an uproar. George comes in, practically
insane. Some of the men grab and hold on to him.

GEORGE
(shouting)
Mary...
(to men holding him)
Let me go! Mary, don't run away!

MAN
Somebody call the police!

ANOTHER MAN
Hit him with a bottle!

ANOTHER MAN
He needs a strait jacket!

MARY
(from back of room)
That man stop him!

GEORGE
(recognizing some of
them)
Tom! Ed! Charlie! That's my wife!

Mary lets out a final scream, then faints into the arms of a
couple of women at the bar.

GEORGE
Mary!

MAN
Oh, no you don't!

GEORGE
(screaming)
Mary!

George can't fight through the men holding him. Desperately
he thinks of Clarence, and heads for the door.

GEORGE
Clarence! Clarence! Where are you?

EXT. SIDEWALK NIGHT

CLOSE SHOT

Just as George breaks through the door, Bert arrives in his
police car. He gets out and heads for the door, to run into
George as he comes out.

BERT
Oh, it's you!

He grabs for George, who lets him have one square on the
button, knocking him down, then continues running down the
street yelling for Clarence. Bert gets up, takes out his gun
and fires several shots after the fleeing figure.

BERT
(to crowd)
Stand back!

Bert gets into the police car, and, siren screaming, sets
off in pursuit of George.

WIPE TO:

EXT. BRIDGE OVER RIVER NIGHT

MEDIUM SHOT

The same part of the bridge where George was standing before
Clarence jumped in. The wind is blowing as it has all through
this sequence. George comes running into shot. He is
frantically looking for Clarence.

GEORGE
Clarence! Clarence! Help me, Clarence.
Get me back. Get me back. I don't
care what happens to me. Only get me
back to my wife and kids. Help me,
Clarence, please! Please! I want to
live again!

CLOSEUP

George leaning on the bridge railing, praying.

GEORGE
I want to live again. I want to live
again. Please, God, let me live again.

George sobs. Suddenly, toward the end of the above, the wind
dies down. A soft, gentle snow begins to fall.

CLOSE SHOT GEORGE SOBBING AT THE RAILING

The police car pulls up on the roadway behind him, and Bert
comes into scene.

BERT
Hey, George! George! You all right?

George backs away and gets set to hit Bert again.

BERT
Hey, what's the matter?

GEORGE
(warningly)
Now get out of here, Bert, or I'll
hit you again! Get out!

BERT
What the Sam Hill you yelling for,
George?

GEORGE
Don't... George?

George talks hopefully George touches Bert unbelievingly
George's mouth is bleeding again.

GEORGE
Bert, do you know me?

BERT
Know you? Are you kiddin'? I've been
looking all over town trying to find
you. I saw your car piled into that
tree down there, and I thought
maybe... Hey, your mouth's bleeding;
are you sure you're all right?

GEORGE
What did...

George touches his lips with his tongue, wipes his mouth
with his hand, laughs happily. His rapture knows no bounds.

GEORGE
(joyously)
My mouth's bleeding, Bert! My mouth's
bleed...
(feeling in watch
pocket)
Zuzu's petals! Zuzu's... they're...
they're here, Bert! What do you know
about that? Merry Christmas!

He practically embraces the astonished Bert, then runs at
top speed toward town.

LONG SHOT
George runs away from camera yelling

GEORGE
Mary! Mary!

WIPE TO:

EXT. RESIDENTIAL STREET NIGHT

CLOSE SHOT

George's wrecked car is smashed against the tree. He comes
running into shot, sees the car, lets out a triumphant yell,
pats the car, and dashes on.

EXT. MAIN STREET BEDFORD FALLS NIGHT

CLOSE SHOT

George sees that the "POTTERSVILLE" sign is now replaced by
the original "YOU ARE NOW IN BEDFORD FALLS" sign.

GEORGE
Hello, Bedford Falls!

He turns and runs through the falling snow up the main street
of the town. As he runs, he notices that the town is back in
its original appearance. He passes some late shoppers on the
street

GEORGE
Merry Christmas!

PEOPLE
(ad lib)
Merry Christmas! Merry Christmas,
George!

EXT. THEATRE NIGHT

PAN SHOT AS GEORGE RUNS BY:

GEORGE
Merry Christmas, movie house!

EXT. BEDFORD FALLS EMPORIUM NIGHT

PAN SHOT AS GEORGE RUNS BY:

GEORGE
Merry Christmas, emporium!

EXT. BUILDING AND LOAN OFICES NIGHT

PAN SHOT AS GEORGE RUNS BY:

GEORGE
Merry Christmas, you wonderful old
Building and Loan!

EXT. BANK NIGHT

CLOSE SHOT

George notices a light in Potter's office window, and races
across the street.

INT. POTTER'S OFFICE NIGHT

CLOSE SHOT

Potter is seated working at his desk, his goon by his side.
George pounds on the window.

GEORGE
(from outside)
Merry Christmas, Mr. Potter!

George runs off as Potter looks up from his work.

POTTER
Happy New Year to you in jail! Go
on home they're waiting for you!

INT. GEORGE'S HOME NIGHT

The lights are on. There is a fire in the fireplace. The
Christmas tree is fully decorated with presents stacked
around.

INT. ENTRANCE HALL NIGHT

CLOSE SHOT

Carter, the bank examiner, a newspaper reporter and
photographer, and a sheriff, are waiting in the hall for
George. George comes dashing in the front door.

GEORGE
(excitedly)
Mary...
(sees the men)
Well, hello, Mr. Bank Examiner!

He grabs his hand and shakes it.

CARTER
(surprised)
Mr. Bailey, there's a deficit!

GEORGE
I know. Eight thousand dollars.

SHERIFF
(reaching into pocket)
George, I've got a little paper here.

GEORGE
(happily)
I'll bet it's a warrant for my arrest.
Isn't it wonderful? Merry Christmas!

The photographer sets off a flash bulb.

GEORGE
Reporters? Where's Mary?
(calling)
Mary!

George runs to the kitchen. He gets no answer. As he goes:

GEORGE
Oh, look at this wonderful old drafty
house! Mary! Mary!

He comes running back to the hall.

GEORGE
Have you seen my wife?

CHILDREN'S VOICES
Merry Christmas, Daddy! Merry
Christmas, Daddy!

INT. STAIRS NIGHT

MEDIUM SHOT

The three children are at the top of the stairs. They are in
their pajamas.

GEORGE
Kids!

George starts to run up the stairs, and the old familiar
knob on the banister comes off in his hand. He kisses it
lovingly and puts it back, then continues up the stairs.

GEORGE
Pete kids Janie Tommy.
(takes them in his
arms)
I could eat you up!

INT. TOP OF STAIRS NIGHT

CLOSE SHOT

George and the kids. He is hugging them.

GEORGE
Where's your mother?

JANIE
She went looking for you with Uncle
Billy.

Zuzu comes running out of her bedroom. George crushes her to
him.

ZUZU
Daddy!

GEORGE
Zuzu Zuzu. My little gingersnap!
How do you feel?

ZUZU
Fine.

JANIE
And not a smitch of temperature.

GEORGE
(laughing)
Not a smitch of temp...

INT. HALL NIGHT

CLOSE SHOT

As Mary comes through the door, breathless and excited. The
four men are watching with open mouths.

GEORGE'S VOICE
Hallelujah!

MARY
(to the men)
Hello.
(sees George)
George! Darling!

INT. STAIRS NIGHT

CLOSE SHOT

Mary races up the stairs, where George meets her in a fierce
embrace.

GEORGE
Mary! Mary!

MARY
George, darling! Where have you been?

George and Mary embrace tearfully.

MARY
Oh, George, George, George.

GEORGE
Mary! Let me touch you! Oh, you're
real!

MARY
Oh, George, George!

GEORGE
You have no idea what's happened to
me.

MARY
You have no idea what happened...

He stops her with a kiss. She leads him excitedly down the
stairs.

MARY
Well, come on, George, come on
downstairs quick. They're on their
way.

GEORGE
All right.

INT. LIVING ROOM NIGHT

CLOSE SHOT

Mary leads George, who is carrying a couple of the kids on
his back, to a position in front of the Christmas tree.

MARY
Come on in here now. Now, you stand
right over here, by the tree. Right
there, and don't move, don't move. I
hear 'em now, George, it's a miracle!
It's a miracle!

She runs toward front door and flings it open. Ad lib SOUNDS
of an excited crowd can be heard. Uncle Billy, face flushed,
covered with snow, and carrying a clothes basket filled with
money, bursts in. He is followed by Ernie, and about twenty
more townspeople.

MARY
Come in, Uncle Billy! Everybody! In
here!

Uncle Billy Mary and the crowd come into the living room. A
table stands in front of George. George picks up Zuzu to
protect her from the mob. Uncle Billy dumps the basketful of
money out onto the table the money overflows and falls all
over.

UNCLE BILLY
Isn't it wonderful?

The rest of the crowd all greet George with greetings and
smiles. Each one comes forward with money. In their pockets,
in shoe boxes, in coffee pots. Money pours onto the table
pennies, dimes, quarters, dollar bills small money, but
lots of it. Mrs. Bailey and Mrs. Hatch push toward George.
More people come in. The place becomes a bedlam. Shouts of
"Gangway gangway" as a new bunch comes in and pours out
its money. Mary stands next to George, watching him. George
stands there overcome and speechless as he holds Zuzu. As he
sees the familiar faces, he gives them sick grins. Tears
course down his face. His lips frame their names as he greets
them.

UNCLE BILLY
(emotionally at the
breaking point)
Mary did it, George! Mary did it!
She told a few people you were in
trouble and they scattered all over
town collecting money. They didn't
ask any questions just said: "If
George is in trouble count on me."
You never saw anything like it.

Tom comes in, digging in his purse as he comes.

TOM
What is this, George? Another run on
the bank?

Charlie adds his money to the pile.

CHARLIE
Here you are, George. Merry Christmas.

Ernie is trying to get some system into the chaos.

ERNIE
The line forms on the right.

Mr. Martini comes in bearing a mixing bowl overflowing with
cash.

ERNIE
Mr. Martini! Merry Christmas! Step
right up here.

Martini dumps his money on the table.

MARTINI
I busted the juke-box, too!

Mr. Gower enters with a large glass jar jammed full of notes.

ERNIE
Mr. Gower!

GOWER
(to George)
I made the rounds of my charge
accounts.

Violet Bick arrives, and takes out the money George had given
her for her trip to New York.

GEORGE
Violet Bick!

VIOLET
I'm not going to go, George. I changed
my mind.

Annie, the colored maid, enters, digging money out of a long
black stocking.

ANNIE
I've been saving this money for a
divorce, if ever I get a husband.

Mr. Partridge, the high school principal, is the next donor.

PARTRIDGE
There you are, George. I got the
faculty all up out of bed.
(hands his watch to
Zuzu)
And here's something for you to play
with.

MAN
(giving money)
I wouldn't have a roof over my head
if it wasn't for you, George.

Ernie is reading a telegram he has just received.

ERNIE
Just a minute. Quiet, everybody.
Quiet quiet. Now, this is from
London.
(reading)
Mr. Gower cables you need cash. Stop.
My office instructed to advance you
up to twenty-five thousand dollars.
Stop. Heehaw and Merry Christmas.
Sam Wainwright.

The crowd breaks into a cheer as Ernie drops the telegram on
top of the pile of money on the table.

MARY
(calling out)
Mr. Martini. How about some wine?

As various members of the family bring out a punch bowl and
glasses, Janie sits down at the piano and strikes a chord.
She starts playing "Hark! The Herald Angels Sing," and the
entire crowd joins in the singing. We see a SERIES OF SHOTS
of the various groups singing the hymn, and some people are
still coming in and dropping their money on the table. Carter,
the bank examiner, makes a donation; the sheriff sheepishly
looks at George and tears his warrant in small pieces. In
the midst of this scene, Harry, in Naval uniform, enters,
accompanied by Bert, the cop.

HARRY
Hello, George, how are you?

GEORGE
Harry... Harry...

HARRY
(as he sees the money)
Mary looks like I got here too
late.

BERT
Mary, I got him here from the airport
as quickly as I could. The fool flew
all the way up here in a blizzard.

Mrs. Bailey enters scene.

MRS. BAILEY
Harry, how about your banquet in New
York?

HARRY
Oh, I left right in the middle of it
as soon as I got Mary's telegram.

Ernie hands Harry a glass of wine.

HARRY
Good idea, Ernie. A toast... to my
big brother, George. The richest man
in town!

Once more the crowd breaks into cheering and applause. Janie
at the piano and Bert on his accordion start playing "Auld
Lang syne," and everyone joins in.

CLOSE SHOT

George, still holding Zuzu in his arms, glances down at the
pile of money on the table. His eye catches something on top
of the pile, and he reaches down for it. It is Clarence's
copy of "Tom Sawyer." George opens it and finds an inscription
written in it: "Dear George, remember no man is a failure
who has friends. Thanks for the wings, Love Clarence."

MARY
(looking at book)
What's that?

GEORGE
That's a Christmas present from a
very dear friend of mine.

At this moment, perhaps because of the jostling of some of
the people on the other side of the tree, a little silver
bell on the Christmas tree swings to and fro with a silvery
tinkle. Zuzu closes the cover of the book, and points to the
bell.

ZUZU
Look, Daddy. Teacher says, every
time a bell rings an angel gets his
wings.

GEORGE
(smiling)
That's right, that's right.

He looks up toward the ceiling and winks.

GEORGE
Attaboy, Clarence.

The voices of the people singing swell into a final crescendo
for the

FADE OUT

THE END

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