By Frank Capra

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!

EXTERIOR FROZEN RIVER AND HILL - DAY - 1919 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 Drugstore EXTERIOR 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] Go 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 [cont'd]

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.

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.

INTERIOR 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.

INTERIOR 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. George visits Pop's office

EXTERIOR 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.

INTERIOR 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 CLOSE UP 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.

INTERIOR 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 hard-skulled 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.

INTERIOR 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. Back to drugstore.

INTERIOR 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 [cont'd]

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.

INTERIOR FRONT ROOM DRUGSTORE - DAY CLOSE SHOT - Mary is still seated at the soda fountain. Each time she hears George being slapped, she winces.

INTERIOR 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 [cont'd]

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, 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 [cont'd]

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.

INTERIOR 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.

INTERIOR 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 [cont'd]

Hot dog!

George shakes Gower's hand vigorously and exits.

EXTERIOR 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.

EXTERIOR 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.

Dinner at the Bailey home.

INTERIOR 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 [cont'd]

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 [cont'd]

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: High school gymnasium dance

INTERIOR 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 [cont'd]

. . . 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 [cont'd]

. . . 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 [cont'd]

. . . 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 [cont'd]

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 George and Mary's moonlight walk

FADE IN EXTERIOR 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.

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