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 [cont'd]

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.

EXTERIOR 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.

EXTERIOR 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 [cont'd]

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 [cont'd]

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 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 [cont'd]

. . . 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 [cont'd]

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 [cont'd]

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 Board of directors meeting

FADE IN EXTERIOR BAILEY BUILDING AND LOAN SIGN OVER ENTRANCE INTERIOR 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 [cont'd]

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.

INTERIOR 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 boardroom] 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 Railroad station - Harry's return

EXTERIOR 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 EXTERIOR 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 [cont'd]

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: EXTERIOR 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.

EXTERIOR 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 [cont'd]

Where's my hat? Where's my . . .

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

UNCLE BILLY [cont'd]

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 . . . "

EXTERIOR 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: EXTERIOR 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.

EXTERIOR 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: EXTERIOR 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.

INTERIOR 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.

EXTERIOR 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 [cont'd]

[to himself] What do you . . . went for a walk, that's all.

INTERIOR 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 Lassoes 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.

INTERIOR 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 [cont'd]

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.

INTERIOR 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!

INTERIOR 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!

INTERIOR 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.

INTERIOR 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?

INTERIOR 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.

INTERIOR 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 [cont'd]

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: INTERIOR 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.

EXTERIOR 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.

INTERIOR 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.

INTERIOR 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.

EXTERIOR 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.

INTERIOR 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 [cont'd]

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.

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