INTERIOR 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?

INTERIOR 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?

INTERIOR GEORGE'S OFFICE - DAY CLOSE SHOT - George and Uncle Billy.

GEORGE

[on phone] Police? What for?

INTERIOR 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.

INTERIOR GEORGE'S OFFICE - DAY CLOSE SHOT - George and Uncle Billy.

GEORGE

[to Uncle Billy] He just took over the bank.

INTERIOR 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.

INTERIOR 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.

INTERIOR 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.

INTERIOR 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.

INTERIOR 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 [cont'd]

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 [cont'd]

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 [cont'd]

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: INTERIOR 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 [cont'd]

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 [cont'd]

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!

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.

INTERIOR 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: EXTERIOR 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.

EXTERIOR 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.

INTERIOR 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.

EXTERIOR SIDE OF HOUSE - NIGHT CLOSE SHOT - Bert and Ernie, standing in the pouring rain, start singing "I Love You Truly."

INTERIOR 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.

EXTERIOR 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 EXTERIOR 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 this-a 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: EXTERIOR 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: EXTERIOR 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.

EXTERIOR 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]

EXTERIOR 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.

INTERIOR 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.

EXTERIOR 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: INTERIOR 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 [cont'd - 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 [cont'd]

. . . 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 [cont'd]

And it goes for you too!

WIPE TO: INTERIOR 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 Lassoes 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 lassoes stork.

GEORGE

Lassoes 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.

EXTERIOR 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!

INTERIOR HOSPITAL - DAY CLOSE SHOT - nurse holding newborn baby.

JOSEPH'S VOICE

Mary had her baby, a boy.

INTERIOR 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.

INTERIOR 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.

INTERIOR 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 bannister 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: EXTERIOR 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.

INTERIOR 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.

EXTERIOR 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.

INTERIOR 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.

INTERIOR 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 . . .

EXTERIOR 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.

EXTERIOR 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.

EXTERIOR SKY - DAY LONG SHOT - Hundreds of planes, flying overhead, with parachutes dropping from them.

JOSEPH'S VOICE

Ernie, the taxi driver, parachuted into France.

EXTERIOR 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.

INTERIOR 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.

EXTERIOR 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 . . .

INTERIOR RATION OFFICE - DAY CLOSE SHOT - George, behind the counter, is trying to quiet a crowd of people all clamoring for more ration points.

GEORGE

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?

EXTERIOR STREET - NIGHT CLOSE SHOT - George, in the uniform of an air raid warden, is patrolling his beat.

JOSEPH'S VOICE

Air raid Warden . . .

EXTERIOR HOUSE - NIGHT CLOSE SHOT - man beside lighted window pulls down the shade as George blows his whistle.

EXTERIOR STREET - DAY CLOSE SHOT - George is helping load his old car with scrap paper.

JOSEPH'S VOICE

. . . paper drives . . .

EXTERIOR DUMP - DAY CLOSE SHOT - Wheelbarrow full of junk being dumped onto pile.

JOSEPH'S VOICE

. . . Scrap drives . . .

EXTERIOR STREET - DAY MEDIUM CLOSE SHOT - children wheeling old tires.

JOSEPH'S VOICE

. . . Rubber drives . . .

INTERIOR CHURCH - DAY MEDIUM SHOT - People praying in church.

JOSEPH'S VOICE

Like everybody else, on V-E Day he wept and prayed.

EXTERIOR 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.

[END OF MONTAGE] EXTERIOR 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.

EXTERIOR 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.

INTERIOR 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 [cont'd]

[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.

INTERIOR 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 [cont'd]

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 [cont'd]

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 [cont'd]

[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 . . .

INTERIOR 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 [cont'd]

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.

INTERIOR 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.

INTERIOR 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.

EXTERIOR STREET - DAY MEDIUM CLOSE SHOT - Uncle Billy running across the street in the direction of the Building and Loan.

INTERIOR 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 [cont'd]

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 [cont'd]

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 [cont'd]

I should have my head examined. Eight thousand dollars. It's got to be somewhere.

INTERIOR 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.

INTERIOR 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 [cont'd]

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.

INTERIOR 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 [cont'd]

What's the matter with you?

Uncle Billy gestures nervously for George to come in. He does so and closes the door.

INTERIOR 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 [cont'd]

Did you see Uncle Billy with any cash last night?

COUSIN EUSTACE

He had it on his desk counting it before he closed up.

EXTERIOR 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.

EXTERIOR 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.

EXTERIOR MAIN STREET BEDFORD FALLS - DAY MOVING SHOT - George and Uncle Billy continue their search.

WIPE TO: INTERIOR 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 . . .

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