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IT'S A WONDERFUL LIFE

                                 "IT'S A WONDERFUL LIFE"

                                            By

                                     Frances Goodrich

                                      Albert Hackett

                                       Frank Capra

                                       Jo Swerling

                

               FADE IN:

               NIGHT SEQUENCE

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

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

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

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

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

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

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

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

                                     ZUZU'S VOICE
                         Please bring Daddy back.

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

                                     FRANKLIN'S VOICE
                         Hello, Joseph, trouble?

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

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

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

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

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

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

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

                                     CLARENCE'S VOICE
                         You sent for me, sir?

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

                                     CLARENCE'S VOICE
                         Splendid! Is he sick?

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

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

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

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

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

                                     CLARENCE'S VOICE
                         The Adventures of Tom Sawyer.

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

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

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

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

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

                                     CLARENCE'S VOICE
                         Well, naturally. Of course.

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

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

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

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

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

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

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

                                     CLARENCE'S VOICE
                         Oh, wonderful!

               EXT. FROZEN RIVER AND HILL  DAY  CLOSE SHOT

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

                                     BOY
                              (as he slides)
                         Yippee!!

                                     CLARENCE'S VOICE
                         Hey, who's that?

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

                                     CLARENCE'S VOICE
                         A boy?

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

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

               CLOSE SHOT

               George Bailey at bottom of slide.

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

               CLOSE SHOT  HARRY

               On top of hill, preparing to make his slide.

                                     HARRY
                         I'm not scared.

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

               MEDIUM SHOT

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

               CLOSE SHOT  GEORGE

                                     GEORGE
                         I'm coming, Harry.

               MEDIUM SHOT

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

                                     GEORGE
                         Make a chain, gang! A chain!

               WIDER ANGLE

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

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

                                                                   DISSOLVE

               EXT. MAIN STREET  BEDFORD FALLS  SPRING AFTERNOON

               MEDIUM SHOT

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

               MEDIUM PAN SHOT

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

               CLOSE SHOT

               The boys watching the carriage.

                                     GEORGE
                         Mr. Potter!

                                     CLARENCE'S VOICE
                         Who's that  a king?

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

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

                                     GEORGE
                         So long!

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

               INTERIOR DRUGSTORE  DAY

               MEDIUM SHOT

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

                                     GEORGE
                         Wish I had a million dollars.

               He clicks the lighter and the flame springs up.

                                     GEORGE
                         Hot dog!

               WIDER ANGLE

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

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

               CLOSE SHOT

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

                                     GOWER
                         You're late.

               MEDIUM SHOT

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

                                     GEORGE
                         Yes, sir.

               WIDER ANGLE

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

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

                                     MARY
                              (primly)
                         Hello, Violet.

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

                                     GEORGE
                         Two cents worth of shoelaces?

                                     VIOLET
                         She was here first.

                                     MARY
                         I'm still thinking.

                                     GEORGE
                              (to Violet)
                         Shoelaces?

                                     VIOLET
                         Please, Georgie.

               George goes over to the candy counter.

                                     VIOLET
                              (to Mary)
                         I like him.

                                     MARY
                         You like every boy.

                                     VIOLET
                              (happily)
                         What's wrong with that?

                                     GEORGE
                         Here you are.

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

                                     VIOLET
                              (the vamp)
                         Help me down?

                                     GEORGE
                              (disgusted)
                         Help you down!

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

               CLOSE SHOT  GEORGE AND MARY AT FOUNTAIN

                                     GEORGE
                         Made up your mind yet?

                                     MARY
                         I'll take chocolate.

               George puts some chocolate ice cream in a dish.

                                     GEORGE
                         With coconuts?

                                     MARY
                         I don't like coconuts.

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

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

                                     MARY
                         A new magazine! I never saw it before.

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

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

               CLOSE SHOT

               Mary, whispering.

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

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

               CLOSE SHOT  GEORGE AND MARY

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

               He turns back to the cash register, whistling.

               ANOTHER ANGLE

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

                                     GOWER
                         George! George!

                                     GEORGE
                         Yes, sir.

                                     GOWER
                         You're not paid to be a canary.

                                     GEORGE
                         No, sir.

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

               INSERT: THE TELEGRAM

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

               BACK TO SHOT

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

               INT. PRESCRIPTION ROOM OF DRUGSTORE  DAY

               CLOSE SHOT

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

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

                                     GOWER
                         No.

                                     GEORGE
                         Anything I can do back here?

                                     GOWER
                         No.

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

               CLOSE SHOT

               Capsules spilling on floor at their feet.

               BACK TO SHOT

               George and Gower.

                                     GEORGE
                         I'll get them, sir.

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

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

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

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

                                     GOWER
                         Ummmm...

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

                                     GEORGE
                         Is it a charge, sir?

                                     GOWER
                         Yes  charge.

                                     GEORGE
                         Mr. Gower, I think...

                                     GOWER
                         Aw, get going!

                                     GEORGE
                         Yes, sir.

               INT. DRUGSTORE  DAY

               MEDIUM SHOT

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

               INSERT

               "ASK DAD HE KNOWS"  SWEET CAPORAL

               BACK TO SHOT

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

               EXT. STREET  DAY

               MEDIUM SHOT

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

               INT. OUTER OFFICE BLDG. AND LOAN  DAY

               FULL SHOT

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

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

               CLOSE SHOT

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

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

                                     GEORGE
                         Got to see Pop, Uncle Billy.

                                     UNCLE BILLY
                         Some other time, George.

                                     GEORGE
                         It's important.

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

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

                                     COUSIN TILLY
                         Uncle Billy... telephone.

                                     UNCLE BILLY
                         Who is it?

                                     COUSIN TILLY
                         Bank examiner.

               INSERT

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

               BACK TO SHOT

               Uncle Billy looking at his hand.

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

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

               INT. BAILEY'S PRIVATE OFFICE  DAY

               MEDIUM SHOT

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

                                     BAILEY
                         I'm not crying, Mr. Potter.

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

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

                                     GEORGE
                              (interrupting)
                         Pop!

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

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

               Goon pushes his wheelchair closer to the desk.

                                     GEORGE
                         Pop!

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

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

                                     POTTER
                         Then foreclose!

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

               MEDIUM CLOSE SHOT  POTTER AND BAILEY

                                     GEORGE
                         Pop!

                                     POTTER
                         They're not my children.

                                     BAILEY
                         But they're somebody's children.

                                     POTTER
                         Are you running a business or a 
                         charity ward?

                                     BAILEY
                         Well, all right...

                                     POTTER
                              (interrupting)
                         Not with my money!

               CLOSE SHOT  POTTER AND BAILEY

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

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

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

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

                                     BAILEY
                         George, George...

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

                                     BAILEY
                         Run along.

               He pushes George toward the door.

                                     GEORGE
                         Bigger'n him!

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

                                     GEORGE
                         Bigger'n everybody.

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

                                     POTTER
                         Gives you an idea of the Baileys.

               INT. OUTER OFFICE BLDG. AND LOAN  DAY

               CLOSE SHOT

               George and his father at the door.

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

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

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

                                                                   WIPE TO:

               BACK TO DRUGSTORE

               INT. BACK ROOM  GOWER'S DRUGSTORE  DAY

               CLOSE SHOT

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

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

               He hangs up the phone and turns to George.

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

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

                                     GEORGE
                         Capsules...

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

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

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

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

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

               INT. FRONT ROOM DRUGSTORE  DAY

               CLOSE SHOT

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

               INT. BACK ROOM DRUGSTORE  DAY

               CLOSE SHOT  GEORGE AND GOWER

                                     GOWER
                         You lazy loafer!

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

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

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

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

                                     GEORGE
                         Don't hurt my sore ear again.

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

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

                                     GEORGE
                         Don't hurt my ear again!

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

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

                                     GOWER
                         Oh, George.

                                                               DISSOLVE TO:

               INT. LUGGAGE SHOP  DAY  (1928)

               MEDIUM SHOT

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

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

                                     CUSTOMER
                         Nope.

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

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

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

                                     CLARENCE'S VOICE
                         What did you stop it for?

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

                                     CLARENCE'S VOICE
                         Who is it?

                                     JOSEPH'S VOICE
                         George Bailey.

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

                                     JOSEPH'S VOICE
                         That's the kid.

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

                                     JOSEPH'S VOICE
                         Not a soul.

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

                                     JOSEPH'S VOICE
                         Well, wait and see.

               CLOSE SHOT  THE SCREEN

               The arrested CLOSEUP of George springs to life again.

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

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

               He brings a large suitcase up from under the counter.

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

                                     JOE
                         No charge.

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

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

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

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

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

                                     JOE
                         What boat you sailing on?

                                     GEORGE
                         I'm working across on a cattle boat.

                                     JOE
                         A cattle boat?

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

                                                                   WIPE TO:

               INT. GOWER'S DRUGSTORE  DAY

               MEDIUM SHOT

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

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

                                     GOWER
                         Aw, forget it.

                                     GEORGE
                         Oh, it's wonderful.

                                     GOWER
                         Hope you enjoy it.

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

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

               As he snaps the lighter the flame springs up.

                                     GEORGE
                         Hot dog!

               George shakes Gower's hand vigorously and exits.

               EXT. MAIN STREET BEDFORD FALLS  DAY

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

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

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

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

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

               EXT. MAIN STREET  DAY

               MEDIUM SHOT

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

                                     GEORGE
                         Hey, Ernie!

                                     ERNIE
                         Hiya, George!

                                     GEORGE
                         Hi, Bert.

                                     BERT
                         George...

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

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

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

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

               REVERSE ANGLE

               The three men by the cab, but including Violet.

                                     VIOLET
                         Good afternoon, Mr. Bailey.

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

               CLOSE SHOT  VIOLET

               She reacts to this.

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

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

               REVERSE SHOT  CAB

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

               MEDIUM SHOT

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

               CLOSE SHOT  GEORGE AND BERT AT CAB

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

                                     ERNIE
                         How would you like...

                                     GEORGE
                              (as he enters cab)
                         Yes...

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

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

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

                                     ERNIE
                         Family man.

                                                               DISSOLVE TO:

               INT. BAILEY DINING ROOM  NIGHT

               MEDIUM SHOT

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

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

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

                                     MOTHER
                         Harry'll tear his dinner suit. George!

               ANOTHER ANGLE

               Mrs. Bailey is calling up the stairs.

                                     ANNIE
                         That's why all children should be 
                         girls.

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

                                     GEORGE'S VOICE
                         Okay, Mom.

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

                                     BOYS
                         Here's a present for you, Pop.

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

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

                                     HARRY
                         I've eaten.

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

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

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

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

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

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

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

                                     MOTHER
                         Oh, my lands, my blood pressure!

               CLOSE SHOT

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

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

                                     MOTHER
                         What plates?

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

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

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

                                     GEORGE
                         Oh, let him have the plates, Mother.

               CLOSE SHOT

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

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

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

                                     POP
                         Oh, I had another tussle with Potter 
                         today.

                                     GEORGE
                         Oh...

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

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

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

               MEDIUM SHOT

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

                                     HARRY
                         Gangway! Gangway! So long, Pop.

                                     POP
                         So long, son.

                                     GEORGE
                         Got a match?

                                     HARRY
                         Very funny. Very funny.

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

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

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

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

                                     GEORGE
                         I hope it works.

                                     POP
                         No gin tonight, son.

                                     HARRY
                         Aw, Pop, just a little.

                                     POP
                         No, son, not one drop.

               CLOSE SHOT

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

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

               She exits.

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

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

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

                                     POP
                         He's pretty young for that job.

                                     GEORGE
                         Well, no younger than I was.

                                     POP
                         Maybe you were born older, George.

                                     GEORGE
                         How's that?

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

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

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

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

               Annie comes in again from the kitchen.

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

               Annie stops serving to hear his answer.

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

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

                                     GEORGE
                         You would, huh?

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

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

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

               He stops, realizing that he has hurt his father.

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

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

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

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

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

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

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

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

                                     GEORGE
                         Oh, did you hear that, Annie?

               CLOSE SHOT

               Annie listening through glass in door.

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

               CLOSE SHOT

               George and his father at the table.

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

                                     POP
                         Have a good time, son.

                                                                   WIPE TO:

               INT. HIGH SCHOOL GYM  NIGHT

               MEDIUM CLOSE SHOT

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

                                     GEORGE
                         Here you are.

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

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

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

                                     SAM
                         Here comes George. Hello, hee-haw!

               George swings around, delighted to hear a familiar voice.

               WIDER ANGLE

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

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

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

                                     GEORGE
                         Old college graduate now, huh?

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

                                     GEORGE
                         Yep.

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

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

                                     HARRY
                         He has?

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

                                     HARRY
                         Well, I gotta make some dough first.

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

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

                                     GEORGE
                         Hee-haw!

                                     SAM
                         Hee-haw!

               An elderly, fussy school principal comes over to George.

                                     PRINCIPAL
                         George, welcome back.

                                     GEORGE
                         Hello, Mr. Partridge, how are you?

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

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

                                     VIOLET
                         Hey, George...

                                     GEORGE
                         Hello, Violet.

                                     VIOLET
                         Hello, what am I bid?

               Marty Hatch enters scene.

                                     MARTY
                         George.

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

                                     MARTY
                         Do me a favor, will you, George?

                                     GEORGE
                         What's that?

                                     MARTY
                         Well, you remember my kid sister, 
                         Mary?

                                     GEORGE
                         Oh, yeah, yeah.

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

                                     MARTY
                         Dance with her, will you?

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

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

                                     SAM
                         Aw, go on.

                                     MARTY
                              (calling off)
                         Hey, sis.

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

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

               CLOSEUP  MARY HATCH

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

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

               CLOSE SHOT

               George, staring at Mary.

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

               CLOSEUP  MARY

               Still staring at George, and smiling.

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

               MEDIUM CLOSEUP

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

                                     FREDDIE
                         ...what kind of...

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

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

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

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

                                     FREDDIE
                         Hey, this is my dance!

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

                                     FREDDIE
                         Well, I'm sorry. Hey!

               MOVING SHOT

               Following George and Mary as they dance.

                                     GEORGE
                         Well, hello.

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

                                     GEORGE
                         Well, I don't.

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

                                     GEORGE
                         Me?

                                     MARY
                         Uh-huh.

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

               A WHISTLE is heard offscreen, and the MUSIC stops.

               CLOSE SHOT

               Harry on the orchestra platform, whistle in hand.

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

               CLOSEUP  GEORGE AND MARY

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

                                     GEORGE
                         I'm not very good at this.

                                     MARY
                         Neither am I.

                                     GEORGE
                         Okay  what can we lose?

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

               CLOSEUP  FREDDIE

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

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

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

               CLOSE SHOT

               George and Mary dancing.

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

               MEDIUM CLOSE SHOT

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

               SERIES OF SHOTS

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

                                                                   FADE OUT

               FADE IN:

               EXT. TREE-LINED RESIDENTIAL STREET  NIGHT

               MEDIUM CLOSE SHOT

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

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

                                     GEORGE
                         Hot dog! Just like an organ.

                                     MARY
                         Beautiful.

               CAMERA MOVES WITH them as they proceed down the street.

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

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

                                     MARY
                         Do I look as funny as you do?

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

                                     MARY
                         Well, why don't you say it?

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

                                     MARY
                         Eighteen.

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

                                     MARY
                         Too young or too old?

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

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

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

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

                                     GEORGE
                         Oh-oh...

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

                                     GEORGE
                         A pox upon me for a clumsy lout.

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

                                     GEORGE
                         Your... your caboose, my lady.

                                     MARY
                         You may kiss my hand.

                                     GEORGE
                         Ummmmm...

               Holding her hand, George moves in closer to Mary.

                                     GEORGE
                         Hey  hey, Mary.

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

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

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

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

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

               MEDIUM LONG SHOT  OLD HOUSE

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

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

               MEDIUM CLOSEUP  GEORGE AND MARY

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

                                     GEORGE
                         In that place?

                                     MARY
                         Uh-huh.

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

               MEDIUM LONG SHOT  OLD HOUSE

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

               EXT. FRONT PORCH OF HOUSE  NIGHT

               CLOSE SHOT

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

               EXT. STREET  NIGHT

               CLOSEUP  GEORGE AND MARY

                                     MARY
                         What'd you wish, George?

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

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

                                     GEORGE
                         Are you gonna throw a rock?

               MEDIUM LONG SHOT

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

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

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

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

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

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

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

               CLOSE SHOT

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

               MEDIUM CLOSEUP  GEORGE AND MARY

               They have stopped walking and now face one another.

                                     MARY
                         Oh, no.

                                     GEORGE
                         Come on, tell me.

                                     MARY
                         If I told you it might not come true.

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

               LONG SHOT

               Full moon shining through the trees.

               BACK TO SHOT  GEORGE AND MARY

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

                                     MARY
                         I'll take it. And then what?

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

               MEDIUM CLOSEUP  MAN ON PORCH OF HOUSE

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

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

               CLOSE SHOT  GEORGE AND MARY

                                     GEORGE
                         How's that?

               MEDIUM CLOSEUP  MAN ON PORCH

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

               CLOSE SHOT  GEORGE AND MARY

                                     GEORGE
                         Want me to kiss her, huh?

               CLOSE SHOT  PORCH OF HOUSE

                                     MAN
                         Aw, youth is wasted on the wrong 
                         people.

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

               CLOSE SHOT  GEORGE AND MARY

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

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

                                     GEORGE
                              (looking around)
                         Mary...

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

                                     GEORGE
                         Okay, I give up. Where are you?

               CLOSEUP  BUSH AT EDGE OF SIDEWALK

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

                                     MARY
                         Over here in the hydrangea bushes.

               MEDIUM CLOSE SHOT  GEORGE AND MARY

               George walks toward the bush.

                                     GEORGE
                         Here you are. Catch.

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

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

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

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

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

                                     GEORGE
                         Not in Bedford Falls, anyway.

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

                                     MARY
                         Ouch!

                                     GEORGE
                         Gesundheit. This requires a little 
                         thought here.

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

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

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

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

                                     MARY
                              (desperate)
                         I'll call the police.

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

                                     MARY
                         I'm going to scream!

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

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

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

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

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

                                     HARRY
                         Come on, George, let's hurry.

                                     GEORGE
                         Did you get a doctor?

                                     UNCLE BILLY
                         Yes, Campbell's there now.

               CLOSEUP  THE HYDRANGEA BUSH

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

                                                                   FADE OUT

               FADE IN:

               EXT. BAILEY BUILDING AND LOAN SIGN OVER ENTRANCE

               INT. BAILEY BUILDING AND LOAN OFFICE  DAY

               CLOSE SHOT  DIRECTORS MEETING

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

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

                                     GEORGE
                              (rising)
                         I have a taxi waiting downstairs.

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

                                     GEORGE
                         Thanks.

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

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

                                     MAN
                         Wait just a minute now.

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

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

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

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

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

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

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

                                     GEORGE
                         Thank you very much.

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

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

               Everyone looks at him surprised.

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

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

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

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

                                     POTTER
                              (sarcastically)
                         A friend of yours?

                                     GEORGE
                         Yes, sir.

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

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

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

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

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

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

                                     POTTER
                         Sentimental hogwash! I want my 
                         motion...

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

               INT. OUTER OFFICE  BUILDING AND LOAN  DAY

               MEDIUM CLOSE SHOT

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

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

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

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

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

               MEDIUM CLOSE SHOT  DOORWAY TO OFFICE

               Ernie is in the doorway.

                                     ERNIE
                         You still want me to hang around, 
                         George?

               MEDIUM CLOSE SHOT  GEORGE AND THE OTHERS

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

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

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

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

                                     COUSIN TILLY
                         Fifty-six!

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

               Dr. Campbell comes running out, all excited.

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

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

                                     UNCLE BILLY
                         Whoopee!

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

                                     GEORGE
                         What's that?

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

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

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

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

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

                                                               LAP DISSOLVE

               EXT. SKY  NIGHT

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

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

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

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

                                                               LAP DISSOLVE

               EXT. RAILROAD STATION  DAY  FOUR YEARS LATER

               MEDIUM SHOT

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

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

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

               The WHISTLE of the approaching train is heard.

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

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

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

                                     UNCLE BILLY
                         Peanut?

                                                                   WIPE TO:

               EXT. TRAIN  DAY

               MEDIUM SHOT

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

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

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

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

                                     GEORGE
                         Oh, am I glad to see you.

                                     HARRY
                         Say, where's Mother?

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

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

               CLOSE SHOT

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

                                     GEORGE
                         Hello.

                                     UNCLE BILLY
                         How do you do.

                                     HARRY
                         Ruth Dakin.

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

               George and Uncle Billy stare, astounded.

                                     UNCLE BILLY
                         Huh?

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

               George is thunderstruck. He takes Ruth's hand.

                                     UNCLE BILLY
                         Well, what do you know  wife.

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

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

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

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

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

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

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

               He runs out of the shot, George watching him.

               CLOSE SHOT

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

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

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

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

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

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

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

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

                                     GEORGE
                         Is it a good job?

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

                                     GEORGE
                         And you did, too?

               Ruth nods, smiling.

                                                                   WIPE TO:

               EXT. FRONT PORCH  BAILEY HOME  NIGHT

               MEDIUM CLOSE SHOT

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

               CLOSE SHOT  GEORGE AND UNCLE BILLY

               The latter is tipsy. He feels very high.

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

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

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

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

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

                                     GEORGE
                              (laughing)
                         The middle one.

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

                                     GEORGE
                         Right down here.

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

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

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

                                     UNCLE BILLY
                         That way, huh?

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

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

               EXT. HOUSE  NIGHT

               MEDIUM CLOSE SHOT

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

                                     GEORGE
                         Hello, Mom.

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

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

                                     GEORGE
                         She's swell.

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

                                     GEORGE
                         Keep him out of Bedford Falls, anyway.

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

                                     GEORGE
                         Uh-huh.

                                     MRS. BAILEY
                         Came back three days ago.

                                     GEORGE
                         Hmmmm...

                                     MRS. BAILEY
                         Nice girl, Mary.

                                     GEORGE
                         Hmmmm...

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

                                     GEORGE
                         Hmmm...

                                     MRS. BAILEY
                         Oh, stop that grunting.

                                     GEORGE
                         Hmmm...

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

                                     GEORGE
                         Sure  Sam Wainwright.

                                     MRS. BAILEY
                         Hmmm?

                                     GEORGE
                         Yes. Sam's crazy about Mary.

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

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

                                     MRS. BAILEY
                         No.

                                     GEORGE
                         Well then, how do you know?

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

                                     GEORGE
                         Oh...

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

                                     GEORGE
                         And all's fair in love and war?

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

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

                                     MRS. BAILEY
                         Uh-huh.

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

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

                                     MRS. BAILEY
                         Oh, George!

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

                                                                   WIPE TO:

               EXT. MAIN STREET BEDFORD FALLS  NIGHT

               CLOSE SHOT

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

               EXT. VIOLET BICK'S BEAUTY SHOP  NIGHT

               MEDIUM SHOT

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

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

                                     MAN
                         Now, wait a minute.

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

                                     MAN
                         We'll wait for you, baby.

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

               MEDIUM CLOSE SHOT  GEORGE AND VIOLET

                                     VIOLET
                         Hello, Georgie-Porgie.

                                     GEORGE
                         Hello, Vi.

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

               CLOSE MOVING SHOT  GEORGE AND VIOLET

                                     VIOLET
                         What gives?

                                     GEORGE
                         Nothing.

                                     VIOLET
                         Where are you going?

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

               They stop walking and face one another.

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

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

                                     GEORGE
                         Yes... what are you doing tonight?

                                     VIOLET
                              (feigned surprise)
                         Not a thing.

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

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

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

                                     VIOLET
                         Huh?

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

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

                                     GEORGE
                         Shhh...

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

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

                                     GEORGE
                         Okay, just forget about the whole 
                         thing.

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

                                                                   WIPE TO:

               EXT. RESIDENTIAL STREET  NIGHT

               CLOSE SHOT

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

               INT. BEDROOM WINDOW  HATCH HOME  NIGHT

               CLOSE SHOT

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

                                     MARY
                         What are you doing, picketing?

               George stops, startled, and looks up.

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

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

                                     GEORGE
                         How's that?

                                     MARY
                         Have you made up your mind?

                                     GEORGE
                         About what?

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

               EXT. STREET  NIGHT

               MEDIUM LONG SHOT

               George looks surprised at this.

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

                                     MARY
                         Didn't you tell her?

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

               But Mary has disappeared from the window.

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

               INT. HATCH HOME  NIGHT

               MEDIUM CLOSE SHOT

               Mary is running down the stairs.

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

                                     MRS. HATCH'S VOICE
                         All right, dear.

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

               INSERT: THE SKETCH

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

               BACK TO SHOT

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

               INT. DOORWAY  NIGHT

               MEDIUM CLOSE SHOT

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

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

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

               CLOSE SHOT

               Mary and George are in the entrance hall.

                                     GEORGE
                         When did you get back?

                                     MARY
                         Tuesday.

                                     GEORGE
                         Where'd you get that dress?

                                     MARY
                         Do you like it?

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

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

                                     GEORGE
                              (shocked)
                         Homesick? For Bedford Falls?

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

               They go through the doorway into the parlor.

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

                                     MARY
                         Would you rather leave?

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

                                     MARY
                         Well, then, sit down.

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

                                     GEORGE
                              (indicating cartoon)
                         Some joke, huh?

               CLOSE SHOT

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

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

                                     MARY
                         Thank you.

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

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

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

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

                                     GEORGE
                         Well, I...

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

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

                                     MARY
                         Don't you like her?

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

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

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

               INT. STAIRS

               MEDIUM CLOSE SHOT

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

                                     MRS. HATCH
                         Mary! Mary!

               INT. PARLOR  NIGHT

               CLOSE SHOT

               George and Mary seated on the divan.

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

                                     MARY
                         It's George Bailey, Mother.

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

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

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

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

               George is aghast.

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

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

                                     MARY
                              (rising)
                         What did you come here for?

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

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

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

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

                                     MARY
                              (to George)
                         Good night!

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

               INT. HALL  NIGHT

               MEDIUM CLOSE SHOT

               Mary comes into the hall.

                                     MARY
                              (almost weeping)
                         I'll get it.

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

                                     MRS. HATCH
                         Mary, he's waiting!

                                     MARY
                         Hello.

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

                                     GEORGE
                         I forgot my hat.

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

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

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

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

                                     SAM
                         You mean old moss-back George?

                                     MARY
                         Yes, old moss-back George.

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

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

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

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

               She hands the instrument to George.

                                     GEORGE
                         Hello, Sam.

               INT. SAM'S NEW YORK OFFICE  NIGHT

               MEDIUM CLOSE SHOT

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

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

               INT. HATCH HALL  NIGHT

               MEDIUM CLOSE SHOT  GEORGE AND MARY

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

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

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

                                     MARY
                         Mother's on the extension.

               INT. UPPER HALLWAY  NIGHT

               CLOSE SHOT  MRS. HATCH

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

               BACK TO SHOT  GEORGE AND MARY

                                     MARY
                         We can both hear. Come here.

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

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

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

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

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

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

                                     GEORGE
                         Rochester? Well, why Rochester?

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

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

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

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

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

                                     MARY
                              (nervously)
                         I'm here.

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

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

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

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

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

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

                                     GEORGE
                         Oh, Mary... Mary...

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

                                     GEORGE
                         Mary...

               CLOSE SHOT

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

                                                                   WIPE TO:

               INT. FRONT HALL BAILEY HOME  DAY  SEVERAL MONTHS LATER

               CLOSEUP

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

                                     COUSIN TILLY
                         Here they come!

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

               EXT. PORCH OF BAILEY HOUSE  DAY

               CLOSE SHOT

               Mrs. Bailey and Annie, the maid.

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

                                     ANNIE
                         You speak for yourself, Mrs. B.

               INT. ERNIE'S CAB  DAY

               CLOSE SHOT  GEORGE, MARY AND ERNIE

               George and Mary are in each other's arms.

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

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

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

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

                                     GEORGE
                         Oh, look at this. Champagne!

                                     MARY
                         Good old Bert.

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

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

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

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

                                     ERNIE
                         That does it! Then what?

                                     GEORGE
                              (to Mary)
                         Then what, honey?

                                     MARY
                         After that, who cares?

                                     GEORGE
                         That does it  come here.

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

               LONG SHOT

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

               INT. CAB

               CLOSE SHOT  GEORGE, MARY AND ERNIE

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

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

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

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

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

                                     MARY
                         Please, let's not stop, George.

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

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

               EXT. BUILDING AND LOAN  DAY

               CLOSE SHOT  SIDEWALK

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

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

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

               INT. OUTER OFFICE  BUILDING AND LOAN  DAY

               MEDIUM CLOSE SHOT

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

                                     GEORGE
                         What is this, Uncle Billy? A holiday?

                                     UNCLE BILLY
                         George...

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

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

               George vaults over the counter.

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

                                     UNCLE BILLY
                         George, can I see you a minute?

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

               INT. GEORGE'S OFFICE  DAY

               CLOSE SHOT  GEORGE AND UNCLE BILLY

                                     GEORGE
                         Why didn't you call me?

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

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

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

                                     GEORGE
                         When?

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

                                     GEORGE
                         All of it?

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

                                     GEORGE
                         Holy mackerel!

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

                                     GEORGE
                         The whole town's gone crazy.

               The telephone rings. Uncle Billy picks it up.

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

                                     GEORGE
                         Hello?

               INT. POTTER'S LIBRARY  DAY

               MEDIUM SHOT

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

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

               INT. GEORGE'S OFFICE  DAY

               CLOSE SHOT  GEORGE AND UNCLE BILLY

                                     GEORGE
                              (on phone)
                         Police? What for?

               INT. POTTER'S OFFICE  DAY

               MEDIUM CLOSE SHOT  POTTER TALKING ON PHONE

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

               INT. GEORGE'S OFFICE  DAY

               CLOSE SHOT  GEORGE AND UNCLE BILLY

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

               INT. POTTER'S OFFICE  DAY

               CLOSE SHOT  POTTER ON PHONE

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

               INT. GEORGE'S OFFICE  DAY

               CLOSE SHOT  GEORGE AND UNCLE BILLY

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

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

               INT. POTTER'S OFFICE

               CLOSEUP  POTTER ON PHONE

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

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

               INT. GEORGE'S OFFICE  DAY

               CLOSE SHOT  GEORGE AND UNCLE BILLY

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

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

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

               INT. OUTER OFFICE  BUILDING AND LOAN  DAY

               MEDIUM CLOSE SHOT

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

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

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

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

                                     ED
                         But, George, I got my money here.

                                     CHARLIE
                         Did he guarantee this place?

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

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

                                     CHARLIE
                         I'll take mine now.

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

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

               MEDIUM CLOSE SHOT  ANOTHER ANGLE

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

                                     TOM
                         Sixty days?

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

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

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

                                     TOM
                         No.

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

                                     CROWD
                              (ad lib)
                         Fifty cents on the dollar!

                                     RANDALL
                         Yes, cash!

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

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

                                     TOM
                              (turning to Randall)
                         Okay, Randall.

               He starts out.

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

                                     TOM
                         Better to get half than nothing.

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

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

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

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

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

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

                                     MAN
                         I got doctor bills to pay.

                                     MAN
                         I need cash.

                                     MAN
                         Can't feed my kids on faith.

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

                                     MARY
                         How much do you need?

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

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

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

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

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

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

                                     GEORGE
                         There you are.

                                     TOM
                         That'll close my account.

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

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

                                     GEORGE
                         Okay. All right, Ed?

                                     ED
                         I got three hundred dollars here, 
                         George.

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

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

                                     ED
                         Well, I suppose twenty dollars.

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

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

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

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

                                     GEORGE
                              (counting it out)
                         Twenty dollars.

                                     MRS. THOMPSON
                         And I'll sign a paper.

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

                                     MRS. DAVIS
                         Could I have seventeen-fifty?

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

                                                                   WIPE TO:

               INT. OUTER OFFICE BUILDING AND LOAN  NIGHT

               CLOSE SHOT

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

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

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

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

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

               Uncle Billy is taking a drink out of his bottle.

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

                                     UNCLE BILLY
                         Those Rockefellers!

                                     GEORGE
                         Get a tray for these great big 
                         important simoleons.

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

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

                                     COUSIN TILLY
                         I wish they were rabbits.

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

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

               CLOSE SHOT  GROUP AROUND THE SAFE DOOR

               As George comes out:

                                     COUSIN EUSTACE
                              (handing out cigars)
                         Wedding cigars!

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

               George rushes into his office to look out the window.

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

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

                                     COUSIN TILLY
                         Mrs. Bailey is on the phone.

               INT. GEORGE'S OFFICE

               MEDIUM CLOSEUP  GEORGE IS THOROUGHLY RATTLED

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

                                                                   WIPE TO:

               EXT. OLD GRANVILLE HOUSE  NIGHT

               MEDIUM LONG SHOT

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

               EXT. SIDE OF HOUSE  NIGHT

               CLOSE SHOT

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

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

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

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

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

               A sharp whistle is heard.

               CLOSE SHOT  WINDOW OF HOUSE

               Ernie is leaning from the window.

                                     ERNIE
                         Hey, Bert, here he comes.

               CLOSE SHOT  BERT AND MAN

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

                                     MAN
                         Who?

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

                                     MAN
                              (disgustedly)
                         What are they  ducks?

               CLOSE SHOT  SIDE PORCH OF HOUSE

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

                                     BERT
                         Get that ladder up here.

                                     MAN
                         All right  all right.

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

                                     MAN
                         I'm hurrying.

               MEDIUM CLOSE SHOT

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

                                     ERNIE
                         Hiya... Good evening, sir.

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

                                     ERNIE
                         Entray, monsieur, entray.

               INT. GRANVILLE HOUSE  NIGHT

               CLOSE SHOT  GEORGE ENTERS

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

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

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

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

               EXT. SIDE OF HOUSE  NIGHT

               CLOSE SHOT

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

               INT. HOUSE  NIGHT

               CLOSE SHOT  GEORGE AND MARY

               They remain embraced.

                                     GEORGE
                         Oh, Mary...

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

                                     GEORGE
                         Darling, you're wonderful.

               EXT. SIDE OF HOUSE  NIGHT

               CLOSE SHOT  BERT AND ERNIE

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

                                                                   FADE OUT

               FADE IN:

               EXT. SLUM STREET BEDFORD FALLS  DAY  TWO YEARS LATER

               MEDIUM CLOSE SHOT

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

                                     SCHULTZ
                         Martini, you rented a new house?

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

                                     GEORGE
                         What's that?

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

                                     MARIA
                         Yes...

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

                                     MARTINI
                         Oh, thank you, Mr. Bailey.

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

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

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

                                     MARTINI
                         Goodbye, everybody!

                                     GEORGE
                         All in...

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

                                                                   WIPE TO:

               EXT. BAILEY PARK  DAY

               CLOSE SHOT

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

                                                                   WIPE TO:

               EXT. MARTINI'S NEW HOUSE  DAY

               MEDIUM CLOSE SHOT

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

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

               EXT. STREET  BAILEY PARK  DAY

               CLOSE SHOT

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

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

               EXT. NEW HOUSE  DAY

               CLOSE SHOT  MARY AND GEORGE ON PORCH

                                     GEORGE
                              (to Mary)
                         Sam Wainwright!

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

               Mrs. Martini crosses herself.

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

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

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

               INT. POTTER'S OFFICE IN BANK  DAY

               CLOSE SHOT

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

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

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

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

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

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

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

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

                                     POTTER
                              (interrupting)
                         Well, you are not me.

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

               Reineman exits.

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

               He flips the switch on the dictaphone.

                                     SECRETARY'S VOICE
                         Yes, sir?

                                     POTTER
                         Come in here.

               EXT. STREET IN BAILEY PARK  DAY

               CLOSE SHOT

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

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

                                     GEORGE
                         Oh...

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

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

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

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

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

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

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

                                     JANE
                         Awfully glad to have met you, Mary.

                                     MARY
                         Nice meeting you.

                                     GEORGE
                         Goodbye.

                                     JANE
                         Goodbye, George.

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

                                     GEORGE
                         Goodbye, Sam.

                                     MARY
                         Have fun.

                                     GEORGE
                         Thanks for dropping around.

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

                                     GEORGE
                         Hee-haw.

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

                                                                   WIPE TO:

               INT. POTTER'S OFFICE  DAY

               CLOSE SHOT

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

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

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

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

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

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

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

                                     GEORGE
                              (indignantly)
                         Forty-five!

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

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

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

                                     GEORGE
                              (dumbfounded)
                         Hire me?

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

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

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

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

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

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

                                     GEORGE
                         Well, what about the Building and 
                         Loan?

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

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

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

                                     GEORGE
                         I'd like to do that.

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

                                     GEORGE
                         All right, sir.

                                     POTTER
                              (offers hand)
                         Okay, George?

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

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

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

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

                                     GEORGE
                         ...And that goes for you too!

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

                                     GEORGE
                         And it goes for you too!

                                                                   WIPE TO:

               INT. BEDROOM  GEORGE AND MARY'S HOUSE  NIGHT

               CLOSE SHOT  GEORGE ENTERS THE BEDROOM

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

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

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

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

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

               INSERT: PICTURE ON THE WALL

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

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

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

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

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

                                     GEORGE
                         Hi.

                                     MARY
                         Hi.

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

                                     MARY
                         To keep from being an old maid.

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

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

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

                                     MARY
                         My baby.

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

                                     MARY
                         George Bailey lassos stork.

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

               Mary nods her head happily.

                                                                   FADE OUT

               FADE IN:

               MONTAGE SEQUENCE

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

               EXT. MAIN STREET BEDFORD FALLS  NIGHT

               MEDIUM SHOT

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

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

                                     CLARENCE'S VOICE
                         No!

               INT. HOSPITAL  DAY

               CLOSE SHOT  NURSE HOLDING NEWBORN BABY

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

               INT. SITTING ROOM  DAY

               CLOSE SHOT

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

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

               INT. GRANVILLE HOUSE  DAY

               CLOSE SHOTS

               Mary is busy hanging wallpaper and painting the old place.

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

               INT. GRANVILLE HOUSE  NIGHT

               CLOSE SHOT

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

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

                                                                   WIPE TO:

               EXT. RECRUITING GROUNDS  DAY

               MEDIUM LONG SHOT

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

                                     JOSEPH'S VOICE
                         Then came a war.

               INT. RED CROSS WORKROOM  DAY

               CLOSE SHOT

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

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

               EXT. TRAIN IN RAILROAD STATION  DAY

               CLOSE SHOT

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

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

               INT. FACTORY  DAY

               CLOSE SHOT

               Sam Wainwright showing set of blueprints to two Army officers.

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

               INT. FACTORY  DAY

               CLOSE SHOT

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

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

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

               EXT. STREET IN BEDFORD FALLS  DAY

               MEDIUM CLOSE SHOT

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

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

               EXT. BATTLEFIELD  NIGHT

               MEDIUM CLOSEUP

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

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

               EXT. SKY  DAY

               LONG SHOT

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

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

               EXT. REMAGEN BRIDGE OVER THE RHINE  DAY

               CLOSE SHOT

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

                                     JOSEPH'S VOICE
                         Marty helped capture the Remagen 
                         Bridge.

               INT. READY ROOM ON AIRCRAFT CARRIER  NIGHT

               CLOSE SHOT

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

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

               EXT. OCEAN FROM DECK OF CARRIER  NIGHT

               LONG SHOT

               A flaming plane crashes into the sea.

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

                                     CLARENCE'S VOICE
                         Yes, but George...

               INT. RATION OFFICE  DAY

               CLOSE SHOT

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

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

               George shouts.

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

               EXT. STRET  NIGHT

               CLOSE SHOT

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

                                     JOSEPH'S VOICE
                         Air raid Warden...

               EXT. HOUSE  NIGHT

               CLOSE SHOT

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

               EXT. STREET  DAY

               CLOSE SHOT

               George is helping load his old car with scrap paper.

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

               EXT. DUMP  DAY

               CLOSE SHOT

               Wheelbarrow full of junk being dumped onto pile.

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

               EXT. STREET  DAY

               MEDIUM CLOSE SHOT  CHILDREN WHEELING OLD TIRES

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

               INT. CHURCH  DAY

               MEDIUM SHOT  PEOPLE PRAYING IN CHURCH

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

               EXT. CHURCH  ANOTHER ANGLE

               MEDIUM CLOSE SHOT  PEOPLE ENTERING CHURCH

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

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

                                     JOSEPH'S VOICE
                         Yes, sir.

               EXT. BEDFORD FALLS STREET  WINTER  DAY

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

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

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

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

               INSERT: NEWSPAPER

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

               CLOSE SHOT  GEORGE AND ERNIE

                                     ERNIE
                              (kidding)
                         Gonna snow again.

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

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

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

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

               EXT. STREET  DAY

               MEDIUM LONG SHOT

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

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

               INT. OUTER OFFICE BUILDING AND LOAN  DAY

               FULL SHOT

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

                                     GEORGE
                         Extra! Extra! Read all about it!

               Cousin Tilly and Cousin Eustace are talking on the phone.

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

                                     GEORGE
                         Harry! What do you know about that?

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

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

                                     COUSIN TILLY
                         Wait till Martha hears about this.

                                     COUSIN EUSTACE
                         What did they have to eat?

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

                                     COUSIN EUSTACE
                         In a plane?

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

                                     COUSIN TILLY
                         No, he stopped at the bank first.

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

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

                                     GEORGE
                              (on phone)
                         But look...

                                     COUSIN EUSTACE
                              (interrupting)
                         George...

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

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

                                     GEORGE
                         What man?

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

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

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

               CLOSE SHOT  GEORGE AND CARTER

               They shake hands.

                                     GEORGE
                         Good morning, sir.

                                     CARTER
                         Carter  bank examiner.

                                     GEORGE
                         Mr. Carter, Merry Christmas.

                                     CARTER
                         Merry Christmas.

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

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

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

                                     CARTER
                         Yeah, very funny.

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

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

                                     COUSIN TILLY
                         George, shall we hang up?

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

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

                                     GEORGE
                         I don't blame you at all, Mr. Carter, 
                         Just step right in here. We'll fix 
                         you up.

               INT. BANK  DAY

               CLOSE SHOT

               Uncle Billy is filling out a deposit slip at one of the desks.

                                     UNCLE BILLY
                              (writing)
                         December twenty-fourth...

               He takes a thick envelope from his inside pocket and thumbs 
               through the bills it contains. It is evidently a large sum 
               of money.

                                     UNCLE BILLY
                         Eight thousand...

               MEDIUM SHOT  DOOR TO STREET

               Potter is being wheeled in by his goon. Various bank officials 
               run over to greet him  he is reading a newspaper. Uncle 
               Billy has finished filling out his slip, and comes over to 
               taunt Potter, the envelope containing the money in his hand.

                                     UNCLE BILLY
                         Well, good morning, Mr. Potter. What's 
                         the news?

               He grabs the paper from Potter's hand.

                                     UNCLE BILLY(CONT'D)
                         Well, well, well, Harry Bailey wins 
                         Congressional Medal. That couldn't 
                         be one of the Bailey boys? You just 
                         can't keep those Baileys down, now, 
                         can you, Mr. Potter?

                                     POTTER
                         How does slacker George feel about 
                         that?

                                     UNCLE BILLY
                         Very jealous, very jealous. He only 
                         lost three buttons off his vest. Of 
                         course, slacker George would have 
                         gotten two of those medals if he had 
                         gone.

                                     POTTER
                         Bad ear.

                                     UNCLE BILLY
                         Yes.

               Uncle Billy folds Potter's paper over the envelope containing 
               his money, and flings his final taunt at the old man.

                                     UNCLE BILLY
                         After all, Potter, some people like 
                         George had to stay home. Not every 
                         heel was in Germany and Japan!

               In a cold rage, Potter grabs his paper and wheels off toward 
               his office. Uncle Billy smiles triumphantly and goes toward 
               deposit window with his deposit slip.

                                     CLOSE SHOT
                         Uncle Billy and bank teller at the 
                         window.

                                     UNCLE BILLY
                              (still chuckling)
                         Good morning, Horace.

               Uncle Billy hands the bank book over. The teller opens it, 
               starts to punch it with rubber stamps.

                                     TELLER
                         I guess you forgot something.

                                     UNCLE BILLY
                         Huh?

                                     TELLER
                         You forgot something.

                                     UNCLE BILLY
                         What?

                                     TELLER
                         Well, aren't you going to make a 
                         deposit?

                                     UNCLE BILLY
                         Sure, sure I am.

                                     TELLER
                         Well, then... it's usually customary 
                         to bring the money with you.

                                     UNCLE BILLY
                         Oh, shucks...

               Uncle Billy searches through every pocket he has.

                                     UNCLE BILLY
                              (looks bewildered)
                         I know I had...

               The teller, knowing the old man's vagaries, points to one of 
               the numerous string tied around his fingers.

                                     TELLER
                         How about that one there?

                                     UNCLE BILLY
                         Hmm? Well, I...

               INT. POTTER'S OFFICE  DAY

               CLOSE SHOT

               Potter is now behind his desk. He spreads the newspaper out 
               in front of him, muttering as he does so.

                                     POTTER
                         Bailey...

               He sees the envelope, looks inside at the money. Then, to 
               his goon, indicating the office door:

                                     POTTER
                         Take me back there. Hurry up.
                              (as they go)
                         Come on, look sharp.

               Potter opens the door just a little, and peers through into 
               the bank.

               INT. BANK  DAY

               CLOSE SHOT  DEPOSIT SLIP DESK

               Uncle Billy looks around for the money envelope. It is not 
               there.  He looks puzzled, thinks hard, then a look of concern 
               creeps into his eyes. He starts thumping his pockets, with 
               increasing panic, and looks in the waste paper basket on the 
               floor. He finally rushes through the door and out into the 
               street.

               INT. POTTER'S OFFICE  DAY

               CLOSE SHOT  POTTER WATCHING THROUGH THE DOOR

                                     POTTER
                              (to goon)
                         Take me back.

               The goon wheels him back to his desk. He is deep in thought, 
               with a crafty expression on his face.

               EXT. STREET  DAY

               MEDIUM CLOSE SHOT

               Uncle Billy running across the street in the direction of 
               the Building and Loan.

               INT. OUTER OFFICE  BUILDING AND LOAN  DAY

               CLOSE SHOT

               George coming from room where he has just left the bank 
               examiner.

                                     GEORGE
                         Just make yourself at home, Mr. 
                         Carter.  I'll get those books for 
                         you.

               He sees Violet Bick standing there.

                                     GEORGE
                         Oh, hello, Vi.

                                     VIOLET
                         George, can I see you for a second?

                                     GEORGE
                         Why, of course you can. Come on in 
                         the office here.

               He hears a noise, and sees Uncle Billy entering the office.

                                     GEORGE
                         Uncle Billy, talk to Harry. He's on 
                         the telephone.

               George and Violet enter his private office. Uncle Billy comes 
               hurrying in.

                                     COUSIN TILLY
                         Hurry, Uncle Billy, hurry. Long 
                         distance, Washington.

                                     COUSIN EUSTACE
                         Hey, here's Harry on the phone.

                                     COUSIN TILLY
                         Harry, your nephew, remember?

                                     COUSIN EUSTACE
                              (on phone)
                         Here he is.

               Uncle Billy picks up the phone and speaks distractedly, 
               without knowing what he is saying.

                                     UNCLE BILLY
                              (on phone)
                         Hello... hello... Yes, Harry  yes...  
                         everything... everything's fine.

               He hangs up agitatedly, muttering to himself as he goes into 
               his own office. Cousin Tilly and Cousin Eustace look after 
               him, dumbfounded.

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

               INT. GEORGE'S OFFICE  DAY

               CLOSE SHOT  GEORGE AND VIOLET

               George has just finished writing something, and is slipping 
               the paper into an envelope.

                                     GEORGE
                              (hands it to her)
                         Here you are.

                                     VIOLET
                              (bitterly)
                         Character? If I had any character, 
                         I'd...

                                     GEORGE
                         It takes a lot of character to leave 
                         your home town and start all over 
                         again.  He pulls some money from his 
                         pocket, and offers it to her.

                                     VIOLET
                         No, George, don't...

                                     GEORGE
                         Here, now, you're broke, aren't you?

                                     VIOLET
                         I know, but...

                                     GEORGE
                         What do you want to do, hock your 
                         furs, and that hat? Want to walk to 
                         New York?  You know, they charge for 
                         meals and rent up there just the 
                         same as they do in Bedford Falls.

                                     VIOLET
                              (taking money)
                         Yeah  sure...

                                     GEORGE
                         It's a loan. That's my business. 
                         Building and Loan. Besides, you'll 
                         get a job. Good luck to you.

               She looks at him, then says a strange thing.

                                     VIOLET
                         I'm glad I know you, George Bailey.

               She reaches up and kisses him on the cheek, leaving lipstick.  
               George opens the door for her.

               INT. OUTER OFFICE  DAY

               CLOSE SHOT

               As George and Violet come through the door, they are being 
               watched by Cousin Tilly, Cousin Eustace and the bank examiner, 
               who is still waiting to go to work on the books.

                                     GEORGE
                         Say hello to New York for me.

                                     VIOLET
                         Yeah  yeah... sure I will.

                                     GEORGE
                         Now, let's hear from you...

               Violet sees the lipstick on George's cheek, and dabs at it 
               with her handkerchief.

                                     GEORGE
                         What's the matter? Merry Christmas, 
                         Vi.

                                     VIOLET
                         Merry Christmas, George.

               She exits.

                                     MR. CARTER
                         Mr. Bailey...

                                     GEORGE
                         Oh, Mr. Carter, I'm sorry. I'll be 
                         right with you.
                              (to Cousin Tilly)
                         Uncle Billy in?

                                     COUSIN TILLY
                         Yeah, he's in his office.

               INT. DOORWAY TO UNCLE BILLY'S OFFICE  DAY

               CLOSE SHOT

               As George opens the door he sees Uncle Billy frantically 
               looking for the missing envelope. The office is in a mess, 
               drawers are opened, and papers scattered on the floor and on 
               the desk.

                                     GEORGE
                         Unc... What's going on? The bank 
                         examiner's here, and I...

                                     UNCLE BILLY
                              (in dismay)
                         He's here?

                                     GEORGE
                         Yeah, yeah. He wants the accounts 
                         payable...

               George stops short, suddenly aware of the tragic old eyes 
               looking up at him.

                                     GEORGE
                         What's the matter with you?

               Uncle Billy gestures nervously for George to come in. He 
               does so and closes the door.

               INT. OUTER OFFICE  DAY

               MEDIUM SHOT

               Cousin Tilly is at her switchboard, and Cousin Eustace 
               standing beside her. Carter is still waiting in the doorway 
               to his office.  Suddenly the door opens and George comes 
               striding out. He goes directly to the safe and starts 
               searching, but doesn't find the money. Then he goes to the 
               cash drawer in the counter, and looks through it.

                                     GEORGE
                         Eustace...

                                     EUSTACE
                         Yeah?

                                     GEORGE
                         Come here a minute.

               Cousin Eustace runs over to George.

                                     GEORGE
                         Did you see Uncle Billy with any 
                         cash last night?

                                     COUSIN EUSTACE
                         He had it on his desk counting it 
                         before he closed up.

               EXT. MAIN STREET BEDFORD FALLS  DAY

               MEDIUM SHOT

               Uncle Billy and George are retracing the former's steps 
               through the snow, looking everywhere for the missing money. 
               They pause for a moment on the sidewalk.

                                     GEORGE
                         Now look, did you buy anything?

                                     UNCLE BILLY
                         Nothing. Not even a stick of gum.

                                     GEORGE
                         All right. All right. Now we'll go 
                         over every step you took since you 
                         left the house.

                                     UNCLE BILLY
                         This way.

               They continue on down the street on their search.

               EXT. WINDOW OF POTTER'S OFFICE IN BANK  DAY

               CLOSE SHOT

               Potter is peering through the slats of the Venetian blind, 
               watching them as they go.

               EXT. MAIN STREET BEDFORD FALLS  DAY

               MOVING SHOT

               George and Uncle Billy continue their search.

                                                                   WIPE TO:

               INT. UNCLE BILLY'S LIVING ROOM

               CLOSE SHOT

               A shabby, old-fashioned, gas-lit room which has been turned 
               almost inside out and upside down in an effort to locate the 
               missing money. Drawers of an old secretary have been pulled 
               out and are on the floor. Every conceivable place which might 
               have been used by Uncle Billy to put the money has been 
               searched. George, his hair rumpled, is feverishly pursuing 
               the search. Uncle Billy is seated behind the desk, his head 
               on his hands.

                                     GEORGE
                         And did you put the envelope in your 
                         pocket?

                                     UNCLE BILLY
                         Yeah... yeah... maybe... maybe...

                                     GEORGE
                              (shouts)
                         Maybe  maybe! I don't want any maybe.  
                         Uncle Billy, we've got to find that 
                         money!

                                     UNCLE BILLY
                              (piteously)
                         I'm no good to you, George. I...

                                     GEORGE
                         Listen to me. Do you have any secret 
                         hiding place here in the house? 
                         Someplace you could have put it? 
                         Someplace to hide the money?

                                     UNCLE BILLY
                              (exhausted)
                         I've been over the whole house, even 
                         in rooms that have been locked ever 
                         since I lost Laura.

               Uncle Billy starts sobbing hysterically. George grabs him by 
               the lapels and shakes him.

                                     GEORGE
                              (harshly)
                         Listen to me! Listen to me! Think! 
                         Think!

                                     UNCLE BILLY
                              (sobbing)
                         I can't think any more, George. I 
                         can't think any more. It hurts...

               George jerks him to his feet and shakes him. Uncle Billy 
               stands before him like a frisked criminal, all his pockets 
               hanging out, empty. George's eyes and manner are almost 
               maniacal.

                                     GEORGE
                              (screaming at him)
                         Where's that money, you stupid, silly 
                         old fool? Where's the money?  Do you 
                         realize what this means? It means 
                         bankruptcy and scandal, and prison!

               He throws Uncle Billy down into his chair, and still shouts 
               at him:

                                     GEORGE
                         That's what it means! One of us is 
                         going to jail! Well, it's not going 
                         to be me!

               George turns and heads for the door, kicking viciously at a 
               waste basket on the floor as he goes. Uncle Billy remains 
               sobbing at the table, his head in his arms.

                                                                   WIPE TO:

               INT. GEORGE'S LIVING ROOM  NIGHT

               CLOSE SHOT

               Janie (aged eight) is seated at the piano playing "Hark, the 
               Herald Angels Sing," which she practices during the remainder 
               of this scene. There is a Christmas tree all decorated near 
               the fireplace. At a large table Mary is busy putting 
               cellophane bows and decorations on gift packages. At a small 
               table Pete (aged nine) is seated with pad and pencil in the 
               throes of composition.  On the floor Tommy (aged three) is 
               playing with a toy vacuum cleaner. We hear the SOUND of a 
               door open and close. Mary turns and sees George enter the 
               hall, a slight powdering of snow on his head and shoulders.

               INT. HALL  NIGHT

               CLOSE SHOT

               As George comes into the house.

                                     MARY
                         Hello darling.

                                     CHILDREN
                         Hello Daddy, hello daddy.

                                     MARY
                              (indicating tree)
                         How do you like it?

               George sneezes violently.

                                     MARY AND CHILDREN
                         Bless you!

                                     MARY
                         Did you bring the wreath?

                                     PETE
                         Did you bring the Christmas wreath?

                                     GEORGE
                         What? What wreath?

                                     MARY
                         The Merry Christmas wreath for the 
                         window.

                                     GEORGE
                              (gruffly)
                         No. I left it at the office.

                                     MARY
                         Is it snowing?

                                     GEORGE
                         Yeah, just started.

                                     MARY
                         Where's your coat and hat?

                                     GEORGE
                         Left them at the office.

               Mary stares at him, aware that something unusual has happened.

                                     MARY
                         What's the matter?

                                     GEORGE
                              (bitterly)
                         Nothing's the matter. Everything's 
                         all right.

               INT. LIVING ROOM  NIGHT

               CLOSE SHOT

               George slumps into an armchair and lifts Tommy onto his lap. 
               Mary is helping Pete decorate the Christmas tree.

                                     MARY
                         Go on, Pete, you're a big boy.  You 
                         can put the star up. Way up at the 
                         top. That's it.  Fill in that little 
                         bare spot right there.  That's it.
                              (to George)
                         Isn't it wonderful about Harry?  
                         We're famous, George. I'll bet I had 
                         fifty calls today about the parade, 
                         the banquet. Your mother's so excited, 
                         she...

               During this scene, George has been sitting in the chair, 
               hugging Tommy to him, and crying quietly. Mary realizes that 
               something is seriously wrong, and breaks off. Janie is 
               thumping away at the piano.

                                     GEORGE
                         Must she keep playing that?

                                     JANIE
                              (hurt)
                         I have to practice for the party 
                         tonight, Daddy.

                                     PETE
                         Mommy says we can stay up till 
                         midnight and sing Christmas carols.

                                     TOMMY
                         Can you sing, Daddy?

                                     MARY
                              (to George)
                         Better hurry and shave. The families 
                         will be here soon.

                                     GEORGE
                              (rising from chair)
                         Families!  I don't want the families 
                         over here!

               Mary leads him out toward the kitchen.

                                     MARY
                         Come on out in the kitchen with me 
                         while I finish dinner.

               They exit with Tommy hanging onto George's coat-tails, and 
               pulling at him. CAMERA PANS WITH them.

                                     TOMMY
                         Excuse me... excuse me...

               INT. HALL  NIGHT

               CLOSE SHOT

               As they go toward kitchen.

                                     MARY
                         Have a hectic day?

                                     GEORGE
                              (bitterly)
                         Oh, yeah, another big red letter day 
                         for the Baileys.

                                     PETE
                         Daddy, the Browns next door have a 
                         new car. You should see it.

                                     GEORGE
                              (turns on him)
                         Well, what's the matter with our 
                         car?  Isn't it good enough for you?

                                     PETE
                         Yes, Daddy.

                                     TOMMY
                              (tugging at coat)
                         Excuse me, excuse me...

               INT. KITCHEN  NIGHT

               CLOSE SHOT

               They come through the door.

                                     GEORGE
                              (annoyed)
                         Excuse you for what?

                                     TOMMY
                         I burped!

                                     MARY
                         All right, darling, you're excused. 
                         Now go upstairs and see what little 
                         Zuzu wants.

               Tommy leaves, and Mary turns to the stove.

                                     GEORGE
                         Zuzu! What's the matter with Zuzu?

                                     MARY
                         Oh, she's got a cold. She's in bed. 
                         Caught it coming home from school.  
                         They gave her a flower for a prize 
                         and she didn't want to crush it so 
                         she didn't button up her coat.

                                     GEORGE
                         What is it, a sore throat or what?

                                     MARY
                         Just a cold. The doctor says it's 
                         nothing serious.

                                     GEORGE
                         The doctor? Was the doctor here?

                                     MARY
                         Yes, I called him right away. He 
                         says it's nothing to worry about.

                                     GEORGE
                         Is she running a temperature? What 
                         is it?

                                     MARY
                         Just a teensie one  ninety-nine, 
                         six.  She'll be all right.

               George paces about the kitchen, worried.

                                     GEORGE
                         Gosh, it's this old house. I don't 
                         know why we don't all have pneumonia. 
                         This drafty old barn! Might as well 
                         be living in a refrigerator. Why did 
                         we have to live here in the first 
                         place and stay around this measly, 
                         crummy old town?

                                     MARY
                              (worried)
                         George, what's wrong?

                                     GEORGE
                         Wrong? Everything's wrong! You call 
                         this a happy family? Why did we have 
                         to have all these kids?

                                     PETE
                              (coming in)
                         Dad, how do you spell "frankincense"?

                                     GEORGE
                              (shouts)
                         I don't know. Ask your mother.

               George goes toward doorway.

                                     MARY
                         Where're you going?

                                     GEORGE
                         Going up to see Zuzu.

               We hear his footsteps as he leaves. Mary looks after him, 
               puzzled and concerned, then comes over to Pete.

                                     PETE
                         He told me to write a play for 
                         tonight.

                                     MARY
                         F-R-A-N-K-I-N...

               INT. HALL  NIGHT

               MEDIUM CLOSE SHOT  GEORGE STARTS UP THE STAIRS

               The knob on the banister comes off in his hand, and for a 
               moment he has an impulse to hurl it into the living room. 
               Then, he replaces the knob, and goes on up the stairs.

               INT. ZUZU'S BEDROOM  NIGHT

               FULL SHOT

               The SOUND of Janie at the piano can be heard, the same 
               monotonous rhythm over and over. Zuzu (aged six) is sitting 
               up in her bed, the lamp burning beside her. She is holding 
               her prize flower.  George tiptoes in. Then, as he sees she's 
               awake, he comes over, sitting on the edge of her bed.

                                     ZUZU
                         Hi, Daddy.

                                     GEORGE
                         Well, what happened to you?

                                     ZUZU
                         I won a flower.

               She starts to get out of bed.

                                     GEORGE
                         Wait now. Where do you think you're 
                         going?

                                     ZUZU
                         Want to give my flower a drink.

                                     GEORGE
                         All right, all right. Here, give 
                         Daddy the flower. I'll give it a 
                         drink.

               She shakes her head and presses the flower to her. A few 
               petals fall off. She picks them up.

                                     ZUZU
                         Look, Daddy... paste it.

                                     GEORGE
                         Yeah, all right. Now, I'll paste 
                         this together.

               She hands him the fallen petals and the flower. He turns his 
               back to Zuzu, pretending to be tinkering with the flower. He 
               sticks the fallen petals in his watch pocket, rearranges the 
               flower, and then turns back to Zuzu.

                                     GEORGE
                         There it is, good as new.

                                     ZUZU
                         Give the flower a drink.

               George puts the flower in a glass of water on the table beside 
               her bed.

                                     GEORGE
                         Now, will you do something for me?

               CLOSEUP  GEORGE AND ZUZU

               They whisper.

                                     ZUZU
                         What?

                                     GEORGE
                         Will you try to get some sleep?

                                     ZUZU
                         I'm not sleepy. I want to look at my 
                         flower.

                                     GEORGE
                         I know  I know, but you just go to 
                         sleep, and then you can dream about 
                         it, and it'll be a whole garden.

                                     ZUZU
                         It will?

                                     GEORGE
                         Uh-huh.

               She closes her eyes and relaxes on the bed. George pulls the 
               covers over her. He bends down and his lips touch a tendril 
               of the child's hair. Then he gets up and tiptoes out of the 
               room.

               INT. LIVING ROOM  NIGHT

               CLOSE SHOT

               Janie is still pounding with grim determination at the piano. 
               Pete is seated at the table writing. Tommy is playing with 
               his toy vacuum cleaner. The telephone rings.

                                     JANIE AND PETE
                         Telephone.

               INT. LIVING ROOM  NIGHT

               CLOSE SHOT

               Mary comes in and picks up the phone.

                                     MARY
                         I'll get it.
                              (on phone)
                         Hello. Yes, this is Mrs. Bailey.

               George enters shot, and stands listening to her.

                                     MARY
                         Oh, thank you, Mrs. Welch. I'm sure 
                         she'll be all right. The doctor says 
                         that she ought to be out of bed in 
                         time to have her Christmas dinner.

                                     GEORGE
                         Is that Zuzu's teacher?

                                     MARY
                              (hand over receiver)
                         Yes.

                                     GEORGE
                         Let me speak to her.

               He snatches the phone from Mary.

                                     GEORGE
                              (on phone)
                         Hello. Hello, Mrs. Welch?  This is 
                         George Bailey. I'm Zuzu's father. 
                         Say, what kind of a teacher are you 
                         anyway?  What do you mean sending 
                         her home like that, halfnaked?  Do 
                         you realize she'll probably end up 
                         with pneumonia on account of you?

                                     MARY
                              (shocked)
                         George!

               She puts a restraining hand on his arm. He shakes it off. 
               She cannot know that George's tirade against Mrs. Welch is 
               really a tirade against the world, against life itself, 
               against God. Over the phone we hear Mrs. Welch's voice 
               sputtering with protest.

                                     GEORGE
                         Is this the sort of thing we pay 
                         taxes for  to have teachers like 
                         you? Silly, stupid, careless people 
                         who send our kids home without any 
                         clothes on? You know, maybe my kids 
                         aren't the best-dressed kids; maybe 
                         they don't have any decent clothes...

               Mary succeeds in wresting the phone from George's hand.

                                     GEORGE
                         Aw, that stupid...

               Mary speaks quickly in to the phone.

                                     MARY
                         Hello, Mrs. Welch. I want to 
                         apologize...  hello... hello...
                              (to George)
                         She's hung up.

                                     GEORGE
                              (savagely)
                         I'll hang her up!

               But the telephone is suddenly alive with a powerful male 
               voice calling:

                                     MR. WELCH'S VOICE
                         Now, who do you think you are?

               George hears this and grabs the receiver from Mary.

                                     GEORGE
                              (to Mary)
                         Wait a minute.
                              (on phone)
                         Hello? Who is this? Oh, Mr. Welch?  
                         Okay, that's fine, Mr. Welch. Gives 
                         me a chance to tell you what I really 
                         think of your wife.

               Mary once more tries to take the phone from him.

                                     MARY
                         George...

                                     GEORGE
                              (raving at her)
                         Will you get out and let me handle 
                         this?
                              (into phone  shouting)
                         Hello? Hello? What? Oh, you will, 
                         huh?  Okay, Mr. Welch, any time you 
                         think you're man enough... Hello? 
                         Any...

               But before he can think of an insult to top Welch's, we hear 
               a click on the phone.

                                     GEORGE
                         Oh...

               He hangs up the receiver, and turns toward the living room. 
               His face is flushed and wet.

                                     PETE
                         Daddy, how do you spell "Hallelujah"?

                                     GEORGE
                              (shouts)
                         How should I know? What do you think 
                         I am, a dictionary?

               He yells at Tommy, noisily playing with his vacuum cleaner.

                                     GEORGE
                         Tommy, stop that! Stop it!

               Janie is still practicing at the piano, monotonously.

                                     GEORGE
                              (savagely)
                         Janie, haven't you learned that silly 
                         tune yet? You've played it over and 
                         over again.  Now stop it! Stop it!

               INT. LIVING ROOM  NIGHT

               CLOSE SHOT

               The room has suddenly become ominously quiet, the only SOUND 
               being George's labored breathing. George goes over to a corner 
               of the room where his workshop is set up  a drawing table, 
               several models of modern buildings, bridges, etc. Savagely 
               he kicks over the models, picks up some books and hurls them 
               into the corner.  Mary and the children watch, horrified. 
               George looks around and sees them staring at him as if he 
               were some unknown wild animal.  The three children are crying.

                                     GEORGE
                              (gasping for breath)
                         I'm sorry, Mary, Janie. I'm sorry. I 
                         didn't mean... you go on and practice.  
                         Pete, I owe you an apology, too. I'm 
                         sorry. What do you want to know?

                                     PETE
                              (holding back his 
                              tears)
                         Nothing, Daddy.

               Mary and the children stare at him, stunned by his furious 
               outburst. There is silence in the room.

                                     GEORGE
                         What's the matter with everybody? 
                         Janie, go on. I told you to practice.
                              (shouts)
                         Now, go on, play!

               Janie breaks into sobs.

                                     JANIE
                         Oh, Daddy...

                                     MARY
                              (in an outburst)
                         George, why must you torture the 
                         children?  Why don't you...

               The sight of Mary and the children suffering is too much for 
               George.

                                     GEORGE
                         Mary...

               He looks around him, then quickly goes out the front door of 
               the house. Mary goes to the phone, picks it up.

                                     MARY
                         Bedford, two-four-seven, please.

                                     PETE
                         Is Daddy in trouble?

                                     JANIE
                         Shall I pray for him?

                                     MARY
                         Yes, Janie, pray very hard.

                                     TOMMY
                         Me, too?

                                     MARY
                         You too, Tommy.
                              (on phone)
                         Hello, Uncle Billy?

                                                                   WIPE TO:

               INT. POTTER'S OFFICE IN BANK  NIGHT  8:00 P.M.

               MEDIUM CLOSEUP

               Potter is seated at his desk, his goon beside him. He is 
               signing some papers. George is seated in a chair before the 
               desk, without a hat or coat, covered lightly with snow.

                                     GEORGE
                         I'm in trouble, Mr. Potter. I need 
                         help.  Through some sort of an 
                         accident my company's short in their 
                         accounts. The bank examiner's up 
                         there today. I've got to raise eight 
                         thousand dollars immediately.

                                     POTTER
                              (casually)
                         Oh, so that's what the reporters 
                         wanted to talk to you about?

                                     GEORGE
                              (incredulous)
                         The reporters?

                                     POTTER
                         Yes. They called me up from your 
                         Building and Loan. Oh, there's a man 
                         over there from the D.A.'s office, 
                         too. He's looking for you.

                                     GEORGE
                              (desperate)
                         Please help me, Mr. Potter. Help me, 
                         won't you please? Can't you see what 
                         it means to my family? I'll pay you 
                         any sort of a bonus on the loan... 
                         any interest. If you still want the 
                         Building and Loan, why I...

                                     POTTER
                              (interrupting)
                         George, could it possibly be there's 
                         a slight discrepancy in the books?

                                     GEORGE
                         No, sir. There's nothing wrong with 
                         the books. I've just misplaced eight 
                         thousand dollars. I can't find it 
                         anywhere.

                                     POTTER
                              (looking up)
                         You misplaced eight thousand dollars?

                                     GEORGE
                         Yes, sir.

                                     POTTER
                         Have you notified the police?

                                     GEORGE
                         No, sir. I didn't want the publicity.  
                         Harry's homecoming tomorrow...

                                     POTTER
                              (snorts)
                         They're going to believe that one. 
                         What've you been doing, George? 
                         Playing the market with the company's 
                         money?

                                     GEORGE
                         No, sir. No, sir. I haven't.

                                     POTTER
                         What is it  a woman, then? You know, 
                         it's all over town that you've been 
                         giving money to Violet Bick.

                                     GEORGE
                              (incredulous)
                         What?

                                     POTTER
                         Not that it makes any difference to 
                         me, but why did you come to me? Why 
                         don't you go to Sam Wainwright and 
                         ask him for the money?

                                     GEORGE
                         I can't get hold of him. He's in 
                         Europe.

                                     POTTER
                         Well, what about all your other 
                         friends?

                                     GEORGE
                         They don't have that kind of money, 
                         Mr. Potter. You know that. You're 
                         the only one in town that can help 
                         me.

                                     POTTER
                         I see. I've suddenly become quite 
                         important. What kind of security 
                         would I have, George? Have you got 
                         any stocks?

                                     GEORGE
                              (shaking his head)
                         No, sir.

                                     POTTER
                         Bonds? Real estate? Collateral of 
                         any kind?

                                     GEORGE
                              (pulls out policy)
                         I have some life insurance, a fifteen 
                         thousand dollar policy.

                                     POTTER
                         Yes... how much is your equity in 
                         it?

                                     GEORGE
                         Five hundred dollars.

                                     POTTER
                              (sarcastically)
                         Look at you. You used to be so cocky! 
                         You were going to go out and conquer 
                         the world! You once called me a 
                         warped, frustrated old man. What are 
                         you but a warped, frustrated young 
                         man? A miserable little clerk crawling 
                         in here on your hands and knees and 
                         begging for help. No securities  no 
                         stocks  no bonds  nothing but a 
                         miserable little five hundred dollar 
                         equity in a life insurance policy. 
                         You're worth more dead than alive.  
                         Why don't you go to the riff-raff 
                         you love so much and ask them to let 
                         you have eight thousand dollar? You 
                         know why? Because they'd run you out 
                         of town on a rail... But I'll tell 
                         you what I'm going to do for you, 
                         George. Since the state examiner is 
                         still here, as a stockholder of the 
                         Building and Loan, I'm going to swear 
                         out a warrant for your arrest.  
                         Misappropriation of funds  
                         manipulation  malfeasance...

               George turns and starts out of the office as Potter picks up 
               the phone and dials.

                                     POTTER
                         All right, George, go ahead. You 
                         can't hide in a little town like 
                         this.

               George is out of the door by now.  CAMERA MOVES CLOSER to 
               Potter.

                                     POTTER
                              (on phone)
                         Bill? This is Potter.

               EXT. MAIN STREET BEDFORD FALLS  NIGHT

               MEDIUM CLOSE SHOT

               George comes out of the bank into the falling snow. He crosses 
               the street, tugs at the door of his old car, finally steps 
               over the door, and drives off.

               EXT. MARTINI'S BAR  NIGHT

               MEDIUM CLOSE SHOT

               An attractive little roadside tavern, with the name 
               "Martini's" in neon lights on the front wall.

               INT. MARTINI'S BAR  NIGHT

               CLOSE SHOT

               The place is an Italian restaurant with bar. The bottles 
               sparkle.  There are Christmas greens and holly decorating 
               the place. It has a warm, welcoming spirit, like Martini 
               himself, who is welcoming new arrivals. The booths and the 
               checkered-cloth-covered tables are full. There is an air of 
               festivity and friendliness, and more like a party than a 
               public drinking place. George is seated at the bar  he has 
               had a great deal to drink, far more than he's accustomed to.

                                     MARTINI'S VOICE
                              (greeting new customers)
                         Merry Christmas. Glad you came.

                                     MAN'S VOICE
                         How about some of that good spaghetti?

                                     MARTINI'S VOICE
                         We got everything.

               During this, CAMERA MOVES CLOSER to George. Nick, the 
               bartender, is watching him solicitously. Seated on the other 
               side of George is a burly individual, drinking a glass of 
               beer. George is mumbling:

                                     GEORGE
                         God... God... Dear Father in Heaven, 
                         I'm not a praying man, but if you're 
                         up there and you can hear me, show 
                         me the way. I'm at the end of my 
                         rope. Show me the way, God.

                                     NICK
                              (friendly)
                         Are you all right, George? Want 
                         someone to take you home?

               George shakes his head. Martini comes over to his side.

                                     MARTINI
                              (worried)
                         Why you drink so much, my friend? 
                         Please go home, Mr. Bailey. This is 
                         Christmas Eve.

               The ugly man next to George, who has been listening, reacts 
               sharply to the name "Bailey."

                                     MAN
                         Bailey? Which Bailey?

                                     NICK
                         This is Mr. George Bailey.

               Without any warning, the burly man throws a vicious punch at 
               George, who goes down and out. Martini, Nick and several 
               others rush to pick him up.

                                     MAN
                              (to George)
                         And the next time you talk to my 
                         wife like that you'll get worse. She 
                         cried for an hour. It isn't enough 
                         she slaves teaching your stupid kids 
                         how to read and write, and you have 
                         to bawl her out...

                                     MARTINI
                              (furious)
                         You get out of here, Mr. Welch!

               Mr. Welch reaches in his pocket for money.

                                     WELCH
                         Now wait... I want to pay for my 
                         drink.

                                     MARTINI
                         Never mind the money. You get out of 
                         here quick.

                                     WELCH
                         All right.

                                     MARTINI
                         You hit my best friend. Get out!

               Nick and Martini shove Welch out the door, then run back to 
               help George to his feet. George's mouth is cut and bleeding.

                                     NICK
                         You all right, George?

                                     GEORGE
                              (stunned)
                         Who was that?

                                     MARTINI
                         He's gone. Don't worry. His name is 
                         Welch.  He don't come in to my place 
                         no more.

                                     GEORGE
                         Oh  Welch. That's what I get for 
                         praying.

                                     MARTINI
                         The last time he come in here. You 
                         hear that, Nick?

                                     NICK
                         Yes, you bet.

                                     GEORGE
                         Where's my insurance policy?
                              (finds it in pocket)
                         Oh, here...

               He starts for the door.

                                     MARTINI
                         Oh, no, Please, don't go out this 
                         way, Mr. Bailey.

                                     GEORGE
                         I'm all right.

               Nick and Martini try to stop him, but he shrugs them off.

                                     MARTINI
                         Oh, no  you don't feel so good.

                                     GEORGE
                         I'm all right.

                                     MARTINI
                         Please don't go away  please!

               George opens the door and exits to the street.

                                                                   WIPE TO:

               EXT. RESIDENTIAL STREET  NIGHT

               MEDIUM SHOT

               George's car comes along the empty street, through the falling 
               snow, suddenly swerves and crashes into a tree near the 
               sidewalk of a house.  George gets out to look at the damage, 
               and savagely kicks at the open door of the car, trying to 
               shut it. The noise brings the owner of the house running 
               out.

                                     OWNER
                         What do you think you're doing?

               CLOSE SHOT

               George stands unsteadily near the car, shaken by the accident. 
               The front lights are broken and the fender is ripped. George 
               stands dully looking at the damage. The owner comes up, 
               looking at his tree. He leans over to examine the damages.

                                     OWNER
                              (with indignation)
                         Now look what you did. My 
                         greatgrandfather planted this tree.

               George staggers off down the street, paying no attention to 
               the man.

                                     OWNER
                         Hey, you... Hey, you! Come back here, 
                         you drunken fool! Get this car out 
                         of here!

               EXT. BRIDGE OVER RIVER  NIGHT

               MEDIUM LONG SHOT

               George is crossing the approach to the bridge when a truck 
               swings around the corner and nearly hits him.

                                     DRIVER
                         Hey, what's the matter with you?  
                         Look where you're going!

               The truck turns onto the bridge, and George takes a narrow 
               catwalk at the railing.

               CLOSE SHOT

               George has stopped by the railing at the center of the bridge. 
               The snow is now falling hard.

               EXT. RIVER  NIGHT

               MEDIUM CLOSE SHOT

               CAMERA SHOOTING DOWN from George's angle TO the water, dotted 
               with floating ice, passing under the bridge.

               EXT. BRIDGE AT RAILING  NIGHT

               CLOSEUP  GEORGE

               He stares down at the water, desperate, trying to make up 
               his mind to act. He leans over looking at the water, 
               fascinated, glances furtively around him, hunches himself as 
               though about to jump.

               MEDIUM CLOSE SHOT

               From above George a body hurtles past and lands in the water 
               with a loud splash. George looks down, horrified.

                                     VOICE
                              (from river)
                         Help! Help!

               George quickly takes off his coat and dives over the railing 
               into the water.

               CLOSER ANGLE

               George comes up, sees the man flailing about in the water, 
               and CAMERA PANS WITH him as he swims toward the man.

                                     MAN
                         Help! Help! Help!

               EXT. TOLL HOUSE ON BRIDGE  NIGHT

               CLOSE SHOT

               The toll house keeper, hearing the cries for help, comes 
               running out on the bridge with a flashlight, which he shines 
               on the two figures struggling in the water below.

               EXT. RIVER  NIGHT

               CLOSE SHOT

               The man in the water is Clarence, the angel whose voice we 
               have heard speaking from Heaven. George reaches him, grabs 
               hold of him, and starts swimming for shore.

                                                                   WIPE TO:

               INT. TOLL HOUSE ON BRIDGE  NIGHT

               MEDIUM SHOT  GEORGE, CLARENCE, AND THE TOLLKEEPER

               George is seated before a wood-burning stove before which 
               his clothes are drying on a line. He is in his long winter 
               underwear.  He is sipping a mug of hot coffee, staring at 
               the stove, cold, gloomy and drunk, ignoring Clarence and the 
               tollkeeper, preoccupied by his near suicide and his unsolved 
               problems.  Clarence is standing on the other side of the 
               stove, putting on his undershirt. This is a ludicrous 
               seventeenth century garment which looks like a baby's night 
               shirt  with embroidered cuffs and collar, and gathered at 
               the neck with a drawstring. It falls below his knees.  The 
               tollkeeper is seated against the wall eyeing them 
               suspiciously. Throughout the scene he attempts to spit, but 
               each time is stopped by some amazing thing Clarence does or 
               says.  Clarence becomes aware that his garment is amazing 
               the tollkeeper.

                                     CLARENCE
                         I didn't have time to get some stylish 
                         underwear. My wife gave me this on 
                         my last birthday. I passed away in 
                         it.

               The tollkeeper, about to spit, is stopped in the middle of 
               it by this remark. Clarence, secretly trying to get George's 
               attention, now picks up a copy of "Tom Sawyer" which is 
               hanging on the line, drying. He shakes the book.

                                     CLARENCE
                         Oh, Tom Sawyer's drying out, too. 
                         You should read the new book Mark 
                         Twain's writing now.

               The tollkeeper stares at him incredulously.

                                     TOLLKEEPER
                         How'd you happen to fall in?

                                     CLARENCE
                         I didn't fall in. I jumped in to 
                         save George.

               George looks up, surprised.

                                     GEORGE
                         You what? To save me?

                                     CLARENCE
                         Well, I did, didn't I? You didn't go 
                         through with it, did you?

                                     GEORGE
                         Go through with what?

                                     CLARENCE
                         Suicide.

               George and the tollkeeper react to this.

                                     TOLLKEEPER
                         It's against the law to commit suicide 
                         around here.

                                     CLARENCE
                         Yeah, it's against the law where I 
                         come from, too.

                                     TOLLKEEPER
                         Where do you come from?

               He leans forward to spit, but is stopped by Clarence's next 
               statement.

                                     CLARENCE
                         Heaven.
                              (to George)
                         I had to act quickly; that's why I 
                         jumped in. I knew if I were drowning 
                         you'd try to save me. And you see, 
                         you did, and that's how I saved you.

               The tollkeeper becomes increasingly nervous. George casually 
               looks at the strange smiling little man a second time.

                                     GEORGE
                              (offhand)
                         Very funny.

                                     CLARENCE
                         Your lip's bleeding, George.

               George's hand goes to his mouth.

                                     GEORGE
                         Yeah, I got a bust in the jaw in 
                         answer to a prayer a little bit ago.

                                     CLARENCE
                              (comes around to George)
                         Oh, no  no  no. I'm the answer to 
                         your prayer. That's why I was sent 
                         down here.

                                     GEORGE
                              (casually interested)
                         How do you know my name?

                                     CLARENCE
                         Oh, I know all about you. I've watched 
                         you grow up from a little boy.

                                     GEORGE
                         What are you, a mind reader or 
                         something?

                                     CLARENCE
                         Oh, no.

                                     GEORGE
                         Well, who are you, then?

                                     CLARENCE
                         Clarence Odbody, A-S-2.

                                     GEORGE
                         Odbody... A-S-2. What's that A-S-2?

                                     CLARENCE
                         Angel, Second Class.

               The tollkeeper's chair slips out from under him with a crash. 
               He has been leaning against the wall on it, tipped back on 
               two legs.  Tollkeeper rises and makes his way warily out the 
               door. From his expression he looks like he'll call the nearest 
               cop.

                                     CLARENCE
                              (to tollkeeper)
                         Cheerio, my good man.

               George rubs his head with his hand, to clear his mind.

                                     GEORGE
                         Oh, brother. I wonder what Martini 
                         put in those drinks?

               He looks up at Clarence standing beside him.

                                     GEORGE
                         Hey, what's with you? What did you 
                         say just a minute ago? Why'd you 
                         want to save me?

                                     CLARENCE
                         That's what I was sent down for. I'm 
                         your guardian angel.

                                     GEORGE
                         I wouldn't be a bit surprised.

                                     CLARENCE
                         Ridiculous of you to think of killing 
                         yourself for money. Eight thousand 
                         dollars.

                                     GEORGE
                              (bewildered)
                         Yeah... just things like that. Now 
                         how'd you know that?

                                     CLARENCE
                         I told you  I'm your guardian angel. 
                         I know everything about you.

                                     GEORGE
                         Well, you look about like the kind 
                         of an angel I'd get. Sort of a fallen 
                         angel, aren't you? What happened to 
                         your wings?

                                     CLARENCE
                         I haven't won my wings yet. That's 
                         why I'm an angel Second Class.

                                     GEORGE
                         I don't know whether I like it very 
                         much being seen around with an angel 
                         without any wings.

                                     CLARENCE
                         Oh, I've got to earn them, and you'll 
                         help me, won't you?

                                     GEORGE
                              (humoring him)
                         Sure, sure. How?

                                     CLARENCE
                         By letting me help you.

                                     GEORGE
                         Only one way you can help me. You 
                         don't happen to have eight thousand 
                         bucks on you?

                                     CLARENCE
                         Oh, no, no. We don't use money in 
                         Heaven.

                                     GEORGE
                         Oh, that's right, I keep forgetting. 
                         Comes in pretty handy down here, 
                         bub.

                                     CLARENCE
                         Oh, tut, tut, tut.

                                     GEORGE
                         I found it out a little late. I'm 
                         worth more dead than alive.

                                     CLARENCE
                         Now look, you mustn't talk like that. 
                         I won't get my wings with that 
                         attitude. You just don't know all 
                         that you've done. If it hadn't been 
                         for you...

                                     GEORGE
                              (interrupts)
                         Yeah, if it hadn't been for me, 
                         everybody'd be a lot better off. My 
                         wife, and my kids and my friends.
                              (annoyed with Clarence)
                         Look, little fellow, go off and haunt 
                         somebody else, will you?

                                     CLARENCE
                         No, you don't understand. I've got 
                         my job...

                                     GEORGE
                              (savagely)
                         Aw, shut up, will you.

               Clarence is not getting far with George. He glances up, paces 
               across the room, thoughtfully.

                                     CLARENCE
                              (to himself)
                         Hmmm, this isn't going to be so easy.
                              (to George)
                         So you still think killing yourself 
                         would make everyone feel happier, 
                         eh?

                                     GEORGE
                              (dejectedly)
                         Oh, I don't know. I guess you're 
                         right. I suppose it would have been 
                         better if I'd never been born at 
                         all.

                                     CLARENCE
                         What'd you say?

                                     GEORGE
                         I said I wish I'd never been born.

                                     CLARENCE
                         Oh, you mustn't say things like that.  
                         You...
                              (gets an idea)
                         ...wait a minute. Wait a minute. 
                         That's an idea.
                              (glances up toward 
                              Heaven)
                         What do you think? Yeah, that'll do 
                         it.  All right.
                              (to George)
                         You've got your wish. You've never 
                         been born.

               As Clarence speaks this line, the snow stops falling outside 
               the building, a strong wind springs up which blows open the 
               door to the shack. Clarence runs to close the door.

                                     CLARENCE
                              (looking upward)
                         You don't have to make all that fuss 
                         about it.

               As Clarence speaks, George cocks his head curiously, favoring 
               his deaf ear, more interested in his hearing than in what 
               Clarence has said.

                                     GEORGE
                         What did you say?

                                     CLARENCE
                         You've never been born. You don't 
                         exist.  You haven't a care in the 
                         world.

               George feels his ear as Clarence talks.

                                     CLARENCE
                         No worries  no obligations  no 
                         eight thousand dollars to get  no 
                         Potter looking for you with the 
                         Sheriff.

               CLOSEUP  GEORGE AND CLARENCE

               George indicates his bad ear.

                                     GEORGE
                         Say something else in that ear.

                                     CLARENCE
                              (bending down)
                         Sure. You can hear out of it.

                                     GEORGE
                         Well, that's the doggonedest thing... 
                         I haven't heard anything out of that 
                         ear since I was a kid. Must have 
                         been that jump in the cold water.

                                     CLARENCE
                         Your lip's stopped bleeding, too, 
                         George.

               George feels his lip, which shows no sign of the recent cut 
               he received from Welch. He is now thoroughly confused.

                                     GEORGE
                         What do you know about that... What's 
                         happened?

                                     MEDIUM CLOSE SHOT
                         George looks around, as though to 
                         get his bearings.

                                     GEORGE
                         It's stopped snowing out, hasn't it?  
                         What's happened here?
                              (standing up)
                         Come on, soon as these clothes of 
                         ours are dry...

                                     CLARENCE
                         Our clothes are dry.

               George feels the clothes on the line.

                                     GEORGE
                         What do you know about that? Stove's 
                         hotter than I thought. Now, come on, 
                         get your clothes on, and we'll stroll 
                         up to my car and get...

               They start dressing. George interrupts himself.

                                     GEORGE
                         Oh, I'm sorry. I'll stroll. You fly.

                                     CLARENCE
                         I can't fly. I haven't got any wings.

                                     GEORGE
                         You haven't got your wings. Yeah, 
                         that's right.

                                                                   WIPE TO:

               EXT. STREET  NIGHT

               MEDIUM SHOT

               This is the same empty street where George's car swerved 
               into the tree near the sidewalk. George and Clarence come 
               into shot and up to the spot where George had left his car 
               smashed against the tree. George looks around, but his car 
               is nowhere to be seen, and the tree is undamaged.

                                     CLARENCE
                         What's the matter?

                                     GEORGE
                              (puzzled)
                         Well, this is where I left my car 
                         and it isn't here.

                                     CLARENCE
                         You have no car.

                                     GEORGE
                         Well, I had a car, and it was right 
                         here.  I guess somebody moved it.

               CLOSE SHOT  AT CURB

               The owner of the house passes with some Christmas packages 
               under his arm.

                                     OWNER
                              (politely)
                         Good evening.

                                     GEORGE
                         Oh, say... Hey... where's my car?

                                     OWNER
                         I beg your pardon?

                                     GEORGE
                         My car, my car. I'm the fellow that 
                         owns the car that ran into your tree.

                                     OWNER
                         What tree?

                                     GEORGE
                         What do you mean, what tree? This 
                         tree.  Here, I ran into it. Cut a 
                         big gash in the side of it here.

               The owner bends down to examine the trunk of the tree, then 
               straightens up and smells George's breath. He backs away.

                                     OWNER
                         You must mean two other trees. You 
                         had me worried. One of the oldest 
                         trees in Pottersville.

                                     GEORGE
                              (blankly)
                         Pottersville? Why, you mean Bedford 
                         Falls.

                                     OWNER
                         I mean Pottersville.
                              (sharply)
                         Don't you think I know where I live?  
                         What's the matter with you?

               The owner proceeds toward his house. George is completely 
               bewildered.

                                     GEORGE
                         Oh, I don't know. Either I'm off my 
                         nut, or he is...
                              (to Clarence)
                         ...or you are!

                                     CLARENCE
                         It isn't me!

                                     GEORGE
                         Well, maybe I left the car up at 
                         Martini's. Well, come on, Gabriel.

               He puts his arm around Clarence, and they start off up the 
               road.

                                     CLARENCE
                              (as they go)
                         Clarence!

                                     GEORGE
                         Clarence! Clarence!

                                                                   WIPE TO:

               INT. NICK'S BAR  NIGHT

               CLOSE SHOT

               It is Martini's place, but almost unrecognizable. The cheerful 
               Italian feeling is gone. It is now more of a hard-drinking 
               joint, a honky-tonk. Same bar, tables have no covers. People 
               are lower down and tougher. Nick the bartender is behind the 
               bar. George and Clarence come in. George does not notice the 
               difference, but Clarence is all eyes and beaming. They go up 
               to the bar.

                                     GEORGE
                              (as they come in)
                         That's all right. Go on in. Martini's 
                         a good friend of mine.

               Two people leave the bar as they approach.

                                     GEORGE
                         There's a place to sit down. Sit 
                         down.

                                     MEDIUM CLOSEUP
                         Nick is wiping off the bar as they 
                         sit down.

                                     GEORGE
                         Oh, hello, Nick. Hey, where's Martini?

                                     NICK
                         You want a martini?

                                     GEORGE
                         No, no, Martini. Your boss. Where is 
                         he?

                                     NICK
                              (impatient)
                         Look, I'm the boss. You want a drink 
                         or don't you?

                                     GEORGE
                         Okay  all right. Double bourbon, 
                         quick, huh?

                                     NICK
                         Okay.
                              (to Clarence)
                         What's yours?

                                     CLARENCE
                         I was just thinking...
                              (face puckers up with 
                              delicious anticipation)
                         It's been so long since I...

                                     NICK
                              (impatient)
                         Look, mister, I'm standing here 
                         waiting for you to make up your mind.

                                     CLARENCE
                              (appreciatively)
                         That's a good man. I was just thinking 
                         of a flaming rum punch. No, it's not 
                         cold enough for that. Not nearly 
                         cold enough...  Wait a minute... 
                         wait a minute... I got it. Mulled 
                         wine, heavy on the cinnamon and light 
                         on the cloves. Off with you, me lad, 
                         and be lively!

                                     NICK
                         Hey, look mister, we serve hard drinks 
                         in here for men who want to get drunk 
                         fast.  And we don't need any 
                         characters around to give the joint 
                         atmosphere. Is that clear?  Or do I 
                         have to slip you my left for a 
                         convincer?

               As he says this, Nick leans over the counter and puts his 
               left fist nearly in Clarence's eye. Clarence is puzzled by 
               this conduct.

                                     CLARENCE
                              (to George)
                         What's he talking about?

                                     GEORGE
                              (soothingly)
                         Nick  Nick, just give him the same 
                         as mine. He's okay.

                                     NICK
                         Okay.

               Nick turns away to get the drinks.

                                     GEORGE
                         What's the matter with him. I never 
                         saw Nick act like that before.

                                     CLARENCE
                         You'll see a lot of strange things 
                         from now on.

                                     GEORGE
                         Oh, yeah. Hey, little fellow  you 
                         worry me. You got someplace to sleep?

                                     CLARENCE
                         No.

                                     GEORGE
                         You don't huh? Well, you got any 
                         money?

               Nick is listening suspiciously to this conversation.

                                     CLARENCE
                         No.

                                     GEORGE
                         No wonder you jumped in the river.

                                     CLARENCE
                         I jumped in the river to save you so 
                         I could get my wings.

               Nick stops pouring the drinks, bottle poised in his hand.

                                     GEORGE
                         Oh, that's right.

               A cash register bell rings off stage. Clarence reacts to the 
               SOUND of the bell.

                                     CLARENCE
                         Oh-oh. Somebody's just made it.

                                     GEORGE
                         Made what?

                                     CLARENCE
                         Every time you hear a bell ring, it 
                         means that some angel's just got his 
                         wings.

               George glances up at Nick.

                                     GEORGE
                         Look, I think maybe you better not 
                         mention getting your wings around 
                         here.

                                     CLARENCE
                         Why? Don't they believe in angels?

                                     GEORGE
                              (looking at Nick)
                         A... Yeah, but... you know...

                                     CLARENCE
                         Then why should they be surprised 
                         when they see one?

                                     GEORGE
                              (to Nick)
                         He never grew up. He's...
                              (to Clarence)
                         How old are you, anyway, Clarence?

                                     CLARENCE
                         Two hundred and ninety-three...
                              (thinks)
                         ...next May.

               Nick slams the bottle down on the counter.

                                     NICK
                         That does it! Out you two pixies go, 
                         through the door or out the window!

                                     GEORGE
                         Look, Nick. What's wrong?

                                     NICK
                              (angrily)
                         And that's another thing. Where do 
                         you come off calling me Nick?

                                     GEORGE
                         Well, Nick, that's your name, isn't 
                         it?

                                     NICK
                         What's that got to do with it? I 
                         don't know you from Adam's off ox.
                              (sees someone come in)
                         Hey, you! Rummy! Come here! Come 
                         here!

               CLOSE SHOT

               A small wreck of a man, with weak, watery eyes. Obviously a 
               broken-down panhandler, his hat in his hand.

               CLOSEUP  GEORGE

               He can hardly believe his eyes. It is Gower the druggist.

               BACK TO SHOT  NICK AT THE BAR

                                     NICK
                              (to Gower)
                         Didn't I tell you never to come 
                         panhandling around here?

               Nick picks up a seltzer bottle, and squirts Gower in the 
               face with it. The crowd laugh brutally. Gower smiles weakly 
               as the soda runs off his face.

               CLOSE SHOT

               George, horrified, leaps up and goes over to Gower.

                                     GEORGE
                         Mr. Gower! Mr. Gower! This is George 
                         Bailey! Don't you know me?

                                     GOWER
                         No. No.

                                     NICK
                              (to his bouncers)
                         Throw him out. Throw him out.

               The bouncers throw Gower out the front door. George rushes 
               back to the bar.

                                     GEORGE
                              (bewildered)
                         Hey, what is... Hey, Nick, Nick... 
                         Isn't that Mr. Gower, the druggist?

                                     NICK
                         You know, that's another reason for 
                         me not to like you. That rumhead 
                         spent twenty years in jail for 
                         poisoning a kid. If you know him, 
                         you must be a jailbird yourself.
                              (to his bouncers)
                         Would you show these gentlemen to 
                         the door.

                                     BOUNCER
                         Sure. This way, gentlemen.

               EXT. NICK'S BAR  NIGHT

               CLOSE SHOT

               George and Clarence come flying through the door and land in 
               the snow.

               INT. NICK'S BAR  NIGHT

               CLOSE SHOT

               Nick at the cash register, busily ringing the bell.

                                     NICK
                         Hey! Get me! I'm giving out wings!

               EXT. NICK'S BAR  NIGHT

               CLOSE SHOT

               George and Clarence lying in the snow. George has a strange, 
               puzzled look on his face. They remain for a moment as they 
               landed, looking at each other.

                                     CLARENCE
                         You see, George, you were not there 
                         to stop Gower from putting that poison 
                         into the...

                                     GEORGE
                         What do you mean, I wasn't there? I 
                         remember distinctly...

               George catches a glimpse of the front of the building with 
               the neon sign over the door. It now reads "NICK'S PLACE" 
               instead of "MARTINI'S."

               George and Clarence get to their feet.

                                     GEORGE
                              (exasperated)
                         What the... hey, what's going on 
                         around here?  Why, this ought to be 
                         Martini's place.

               He points to the sign, and looks at Clarence. Clarence sort 
               of hangs his head. George fixes him with a very interested 
               look.

                                     GEORGE
                         Look, who are you?

                                     CLARENCE
                              (patiently)
                         I told you, George. I'm your guardian 
                         angel.

               George, still looking at him, goes up to him and pokes his 
               arm.  It's flesh.

                                     GEORGE
                         Yeah, yeah, I know. You told me that. 
                         What else are you? What... are you a 
                         hypnotist?

                                     CLARENCE
                         No, of course not.

                                     GEORGE
                         Well then, why am I seeing all these 
                         strange things?

                                     CLARENCE
                         Don't you understand, George? It's 
                         because you were not born.

                                     GEORGE
                         Then if I wasn't born, who am I?

                                     CLARENCE
                         You're nobody. You have no identity.

               George rapidly searches his pockets for identification, but 
               without success.

                                     GEORGE
                         What do you mean, no identity? My 
                         name's George Bailey.

                                     CLARENCE
                         There is no George Bailey. You have 
                         no papers, no cards, no driver's 
                         license, no 4-F card, no insurance 
                         policy...
                              (he says these things 
                              as George searches 
                              for them)
                         George looks in his watch pocket.

                                     CLARENCE
                         They're not there, either.

                                     GEORGE
                         What?

                                     CLARENCE
                         Zuzu's petals.

               George feverishly continues to turn his pockets inside out.

                                     CLARENCE
                         You've been given a great gift, 
                         George. A chance to see what the 
                         world would be like without you.

               George is completely befuddled.

                                     GEORGE
                              (shaking his head)
                         Now wait a minute, here. Wait a minute 
                         here. As, this is some sort of a 
                         funny dream I'm having here. So long, 
                         mister, I'm going home.

               He starts off. Clarence rises.

                                     CLARENCE
                         Home? What home?

                                     GEORGE
                              (furious)
                         Now shut up! Cut it out! You're...  
                         you're... you're crazy! That's what 
                         I think... you're screwy, and you're 
                         driving me crazy, too! I'm seeing 
                         things. I'm going home and see my 
                         wife and family. Do you understand 
                         that? And I'm going home alone!

               George strides off hurriedly. Clarence slowly follows him, 
               glancing up toward Heaven as he goes.

                                     CLARENCE
                         How'm I doing, Joseph. Thanks.
                              (pause)
                         No, I didn't have a drink!

                                                                   WIPE TO:

               EXT. STREET  NIGHT

               MEDIUM SHOT  GEORGE MOVES INTO THE SCENE

               The sign bearing the name of the town reads: "Pottersville." 
               George looks at it in surprise, then starts up the street 
               toward the main part of town. As he goes, CAMERA MOVES WITH 
               him. The character of the place has completely changed. Where 
               before it was a quiet, orderly small town, it has now become 
               in nature like a frontier village. We see a SERIES OF SHOTS 
               of night clubs, cafes, bars, liquor stores, pool halls and 
               the like, with blaring jazz MUSIC issuing from the majority 
               of them. The motion picture theatre has become a burlesque 
               house. Gower's drugstore is now a pawnbroker's establishment, 
               and so on.

               CLOSE SHOT

               George stops before what used to be the offices of the 
               Building and Loan.  There is a garish electric sign over the 
               entrance reading: "Welcome Jitterbugs." A crowd of people 
               are watching the police, who are raiding the place, and 
               dragging out a number of screaming women, whom they throw 
               into a patrol wagon. George talks to one of the cops:

                                     GEORGE
                         Hey... hey. Where did the Building 
                         and Loan move to?

                                     COP
                         The Building and what?

                                     GEORGE
                         The Bailey Building and Loan. It was 
                         up there.

                                     COP
                         They went out of business years ago.

               MEDIUM CLOSEUP

               George sees the struggling figure of Violet Bick, arrayed as 
               a tart, being dragged into the patrol wagon.

                                     GEORGE
                         Hey, Violet!
                              (to the cop)
                         Hey, listen  that's Violet Bick!

                                     COP
                         I know. I know.

                                     GEORGE
                         I know that girl!

               The cop shoves George to one side. He looks around and sees 
               Ernie's taxi cruising slowly by.

                                     GEORGE
                         Hey, Ernie  Ernie!

               EXT. STREET  NIGHT

               CLOSE SHOT

               Ernie stops the cab, and George enters it.

                                     GEORGE
                         Ernie, take me home. I'm off my nut!

                                     ERNIE
                              (a much harder Ernie)
                         Where do you live?

                                     GEORGE
                         Aw, now, doggone it, Ernie, don't 
                         you start pulling that stuff. You 
                         know where I live. Three-twenty 
                         Sycamore. Now hurry up.

                                     ERNIE
                         Okay. Three-twenty Sycamore?...

                                     GEORGE
                         Yeah  yeah  hurry up. Zuzu's sick.

                                     ERNIE
                         All right.  He pulls down the flag 
                         on the meter and starts the cab.

               INT. CAB  NIGHT

               MEDIUM CLOSEUP  GEORGE AND ERNIE

               Ernie is puzzled by the stranger.

                                     GEORGE
                         Look here, Ernie, straighten me out 
                         here.  I've got some bad liquor or 
                         something.  Listen to me now. Now, 
                         you are Ernie Bishop, and you live 
                         in Bailey Park with your wife and 
                         kid? That's right, isn't it?

                                     ERNIE
                              (suspiciously)
                         You seen my wife?

                                     GEORGE
                              (exasperated)
                         Seen your wife? I've been to your 
                         house a hundred times.

                                     ERNIE
                         Look, bud, what's the idea?  I live 
                         in a shack in Potter's Field and my 
                         wife ran away three years ago and 
                         took the kid...  And I ain't never 
                         seen you before in my life.

                                     GEORGE
                         Okay. Just step on it. Just get me 
                         home.

               Ernie turns to driving, but he's worried about his passenger. 
               As he passes the burlesque house he sees Bert the cop standing 
               beside his police car. Attracting his attention, he motions 
               to Bert to follow him, indicating he has a nut in the back. 
               Bert gets into his car and follows.

                                                                   WIPE TO:

               EXT. GEORGE'S HOUSE  NIGHT

               MEDIUM LONG SHOT

               The taxi pulls up to the curb and stops.

               MEDIUM CLOSE SHOT

               The cab is parked. George gets out and looks at the house.

                                     ERNIE
                         Is this the place?

                                     GEORGE
                         Of course it's the place.

                                     ERNIE
                         Well, this house ain't been lived in 
                         for twenty years.

               EXT. HOUSE  NIGHT

               MEDIUM SHOT

               George is stopped momentarily by the appearance of the house.  
               Windows are broken, the porch sags, one section of the roof 
               has fallen, doors and shutters hang askew on their hinges. 
               Like a doomed man, George approaches the house.

               EXT. CAB  NIGHT

               MEDIUM CLOSE SHOT

               The police car has pulled up beside the cab, and Bert and 
               Ernie stand watching George's actions.

                                     BERT
                         What's up, Ernie?

                                     ERNIE
                         I don't know, but we better keep an 
                         eye on this guy. He's bats.

               Ernie switches on the spotlight on his cab, and turns the 
               beam toward the old house.

               INT. HALLWAY GEORGE'S HOUSE  NIGHT

               CLOSE SHOT

               The interior of the house is lit up here and there, ghostlike, 
               by Ernie's spotlight. No furniture, cobwebs, wallpaper hanging 
               and swinging  stairs are broken and collapsed. In a voice 
               that sounds like a cry for help, George yells out:

                                     GEORGE
                         Mary! Mary! Tommy! Pete! Janie! Zuzu!  
                         Where are you?

               Clarence suddenly appears leaning against a wall.

                                     CLARENCE
                         They're not here, George. You have 
                         no children.

                                     GEORGE
                              (ignoring him)
                         Where are you?
                              (then, to Clarence)
                         What have you done with them?

               INT. DOORWAY  NIGHT

               CLOSE SHOT

               Bert is standing in the entrance, with his gun in his hand. 
               Ernie is a few feet behind him, ready to run.

                                     BERT
                         All right, put up your hands. No 
                         fast moves. Come on out here, both 
                         of you.

                                     GEORGE
                         Bert! Thank heaven you're here!

               He rushes toward Bert.

                                     BERT
                         Stand back.

                                     GEORGE
                         Bert, what's happened to this house?  
                         Where's Mary? Where's my kids?

                                     ERNIE
                              (warningly)
                         Watch him, Bert.

                                     BERT
                         Come on, come on.

                                     GEORGE
                              (bewildered)
                         Bert  Ernie! What's the matter with 
                         you two guys? You were here on my 
                         wedding night. You, both of you, 
                         stood out here on the porch and sung 
                         to us, don't you remember?

                                     ERNIE
                              (nervously)
                         Think I'd better be going.

                                     BERT
                         Look, now why don't you be a good 
                         kid and we'll take you in to a doctor.  
                         Everything's going to be all right.

               Bert tries to lead George away by the arm, but George 
               struggles with him, trying to explain.

                                     GEORGE
                         Bert, now listen to me. Ernie, will 
                         you take me over to my mother's house? 
                         Bert, listen!
                              (gesturing to Clarence)
                         It's that fellow there  he says 
                         he's an angel  he's tried to 
                         hypnotize me.

                                     BERT
                         I hate to do this, fella.

               Bert raises his gun to hit George on the head. As he does 
               so, Clarence darts in and fixes his teeth in Bert's wrist, 
               forcing him to let George go.

                                     CLARENCE
                         Run... George! Run, George!

               George dashes out of the house and down the street, as Bert 
               grapples with Clarence, and they fall to the ground, 
               wrestling. We see Bert kneeling, trying to put handcuffs on 
               Clarence.

                                     CLARENCE
                         Help! Joseph, help!

                                     BERT
                         Oh, shut up!

                                     CLARENCE
                         Help, oh Joseph, help! Joseph!

               Suddenly Clarence disappears from under Bert's hands. Bert 
               gets up, amazed by his vanishing.

                                     BERT
                         Where'd he go? Where'd he go? I had 
                         him right here.

               Ernie's hair is now standing on end with fright.

                                     ERNIE
                              (stammering)
                         I need a drink.

               He runs out of the scene.

                                     BERT
                         Well, which way'd they go? Help me 
                         find 'em.

               EXT. BAILEY HOME  NIGHT

               MEDIUM SHOT

               George runs up the path to the front door of the house and 
               raps on the door. He rings the bell and taps on the glass, 
               when his attention is caught by a sign on the wall reading: 
               "Ma Bailey's Boarding House."

               MEDIUM CLOSEUP  GEORGE AT THE DOOR

               The door opens and a woman appears. It is Mrs. Bailey, but 
               she has changed amazingly. Her face is harsh and tired. In 
               her eyes, once kindly and understanding, there is now cold 
               suspicion. She gives no sign that she knows him.

                                     MA BAILEY
                         Well?

                                     GEORGE
                         Mother...

                                     MA BAILEY
                         Mother? What do you want?

               It is a cruel blow to George.

                                     GEORGE
                         Mother, this is George. I thought 
                         sure you'd remember me.

                                     MA BAILEY
                              (coldly)
                         George who? If you're looking for a 
                         room there's no vacancy.

               She starts to close the door, but George stops her.

                                     GEORGE
                         Oh, Mother, Mother, please help me.  
                         Something terrible's happened to me. 
                         I don't know what it is. Something's 
                         happened to everybody. Please let me 
                         come in. Keep me here until I get 
                         over it.

                                     MA BAILEY
                         Get over what? I don't take in 
                         strangers unless they're sent here 
                         by somebody I know.

                                     GEORGE
                              (desperate)
                         Well, I know everybody you know. 
                         Your brother-in-law, Uncle Billy.

                                     MA BAILEY
                              (suspiciously)
                         You know him?

                                     GEORGE
                         Well, sure I do.

                                     MA BAILEY
                         When'd you see him last?

                                     GEORGE
                         Today, over at the house.

                                     MA BAILEY
                         That's a lie. He's been in the insane 
                         asylum ever since he lost his 
                         business.  And if you ask me, that's 
                         where you belong.

               She slams the door shut in George's face.

               EXT. HOUSE  NIGHT

               MEDIUM CLOSE SHOT

               George stands a moment, stunned. Then he turns and runs out 
               to the sidewalk, until his face fills the screen. His features 
               are distorted by the emotional chaos within him. We see 
               Clarence leaning on the mail box at the curb, holding his 
               volume of "Tom Sawyer" in his hand.

                                     CLARENCE
                         Strange, isn't it?  Each man's life 
                         touches so many other lives, and 
                         when he isn't around he leaves an 
                         awful hole, doesn't he?

                                     GEORGE
                              (quietly, trying to 
                              use logic)
                         I've heard of things like this. You've 
                         got me in some kind of a spell, or 
                         something.  Well, I'm going to get 
                         out of it. I'll get out of it. I 
                         know how, too. I... the last man I 
                         talked to before all this stuff 
                         started happening to me was Martini.

                                     CLARENCE
                         You know where he lives?

                                     GEORGE
                         Sure I know where he lives. He lives 
                         in Bailey Park.

               They walk out of scene.

                                                                   WIPE TO:

               EXT. CEMETERY  NIGHT

               MEDIUM SHOT

               George and Clarence approach the tree from which the "Bailey 
               Park" sign once hung. Now it is just outside a cemetery, 
               with graves where the houses used to be.

                                     CLARENCE
                         Are you sure this is Bailey Park?

                                     GEORGE
                         Oh, I'm not sure of anything anymore. 
                         All I know is this should be Bailey 
                         Park. But where are the houses?

               The two walk into the cemetery.

                                     CLARENCE
                              (as they go)
                         You weren't here to build them.

               CLOSE MOVING SHOT

               George wandering like a lost soul among the tombstones, 
               Clarence trotting at his heels. Again George stops to stare 
               with frightened eyes at:

               CLOSE SHOT  A TOMBSTONE

               Upon it is engraved a name, Harry Bailey. Feverishly George 
               scrapes away the snow covering the rest of the inscription, 
               and we read: "IN MEMORY OF OUR BELOVED SON  HARRY BAILEY  
               1911-1919"

               CLOSE SHOT  GEORGE AND CLARENCE

                                     CLARENCE
                         Your brother, Harry Bailey, broke 
                         through the ice and was drowned at 
                         the age of nine.

               George jumps up.

                                     GEORGE
                         That's a lie! Harry Bailey went to 
                         war! He got the Congressional Medal 
                         of Honor! He saved the lives of every 
                         man on that transport.

                                     CLARENCE
                              (sadly)
                         Every man on that transport died. 
                         Harry wasn't there to save them 
                         because you weren't there to save 
                         Harry. You see, George, you really 
                         had a wonderful life.  Don't you see 
                         what a mistake it would be to throw 
                         it away?

               CLOSEUP  GEORGE AND CLARENCE

                                     GEORGE
                         Clarence...

                                     CLARENCE
                         Yes, George?

                                     GEORGE
                         Where's Mary?

                                     CLARENCE
                         Oh, well, I can't...

                                     GEORGE
                         I don't know how you know these 
                         things, but tell me  where is she?

               George grabs Clarence by the coat collar and shakes him.

                                     CLARENCE
                         I...

                                     GEORGE
                         If you know where she is, tell me 
                         where my wife is.

                                     CLARENCE
                         I'm not supposed to tell.

                                     GEORGE
                              (becoming violent)
                         Please, Clarence, tell me where she 
                         is.

                                     CLARENCE
                         You're not going to like it, George.

                                     GEORGE
                              (shouting)
                         Where is she?

                                     CLARENCE
                         She's an old maid. She never married.

                                     GEORGE
                              (choking him)
                         Where's Mary? Where is she?

                                     CLARENCE
                         She's...

                                     GEORGE
                         Where is she?

                                     CLARENCE
                              (in self-defense)
                         She's just about to close up the 
                         library!

               George lets Clarence go, and runs off. Clarence falls to the 
               ground, where he rubs his neck.

                                     CLARENCE
                              (to himself)
                         There must be some easier way for me 
                         to get my wings.

                                                                   WIPE TO:

               EXT. LIBRARY  NIGHT

               CLOSE SHOT

               Mary comes out the door, then turns and locks it. We see 
               George watching her from the sidewalk. Mary is very different 
                no buoyancy in her walk, none of Mary's abandon and love 
               of life.  Glasses, no make-up, lips compressed, elbows close 
               to body. She looks flat and dried up, and extremely self-
               satisfied and efficient.

               CLOSEUP

               George, as he watches her.

               CLOSE SHOT

               George and Mary, on the sidewalk.

                                     GEORGE
                         Mary!

               She looks up, surprised, but, not recognizing him, continues 
               on.

                                     GEORGE
                         Mary!

               Mary starts to run away from him, and he follows, desperately.

                                     GEORGE
                         Mary! Mary!

               He catches up to her, grabs her by the arms, and keeps a 
               tight grip on her. She struggles to free herself.

                                     GEORGE
                         Mary, it's George! Don't you know 
                         me?  What's happened to us?

                                     MARY
                              (struggling)
                         I don't know you! Let me go!

                                     GEORGE
                         Mary, please! Oh, don't do this to 
                         me.  Please, Mary, help me. Where's 
                         our kids? I need you, Mary! Help me, 
                         Mary!

               Mary breaks away from him, and dashes into the first door 
               she comes to, the Blue Moon Bar.

               INT. BLUE MOON  NIGHT

               CLOSE SHOT

               Small tables, booths, perhaps a counter. It is crowded. Many 
               of the people are the same who were present during the run 
               on the Building and Loan. Mary comes running in, screaming. 
               The place goes into an uproar. George comes in, practically 
               insane. Some of the men grab and hold on to him.

                                     GEORGE
                              (shouting)
                         Mary...
                              (to men holding him)
                         Let me go! Mary, don't run away!

                                     MAN
                         Somebody call the police!

                                     ANOTHER MAN
                         Hit him with a bottle!

                                     ANOTHER MAN
                         He needs a strait jacket!

                                     MARY
                              (from back of room)
                         That man  stop him!

                                     GEORGE
                              (recognizing some of 
                              them)
                         Tom! Ed! Charlie! That's my wife!

               Mary lets out a final scream, then faints into the arms of a 
               couple of women at the bar.

                                     GEORGE
                         Mary!

                                     MAN
                         Oh, no you don't!

                                     GEORGE
                              (screaming)
                         Mary!

               George can't fight through the men holding him. Desperately 
               he thinks of Clarence, and heads for the door.

                                     GEORGE
                         Clarence! Clarence! Where are you?

               EXT. SIDEWALK  NIGHT

               CLOSE SHOT

               Just as George breaks through the door, Bert arrives in his 
               police car. He gets out and heads for the door, to run into 
               George as he comes out.

                                     BERT
                         Oh, it's you!

               He grabs for George, who lets him have one square on the 
               button, knocking him down, then continues running down the 
               street yelling for Clarence. Bert gets up, takes out his gun 
               and fires several shots after the fleeing figure.

                                     BERT
                              (to crowd)
                         Stand back!

               Bert gets into the police car, and, siren screaming, sets 
               off in pursuit of George.

                                                                   WIPE TO:

               EXT. BRIDGE OVER RIVER  NIGHT

               MEDIUM SHOT

               The same part of the bridge where George was standing before 
               Clarence jumped in. The wind is blowing as it has all through 
               this sequence. George comes running into shot. He is 
               frantically looking for Clarence.

                                     GEORGE
                         Clarence! Clarence! Help me, Clarence. 
                         Get me back. Get me back. I don't 
                         care what happens to me. Only get me 
                         back to my wife and kids. Help me, 
                         Clarence, please!  Please! I want to 
                         live again!

               CLOSEUP

               George leaning on the bridge railing, praying.

                                     GEORGE
                         I want to live again. I want to live 
                         again. Please, God, let me live again.

               George sobs. Suddenly, toward the end of the above, the wind 
               dies down. A soft, gentle snow begins to fall.

               CLOSE SHOT  GEORGE SOBBING AT THE RAILING

               The police car pulls up on the roadway behind him, and Bert 
               comes into scene.

                                     BERT
                         Hey, George! George! You all right?

               George backs away and gets set to hit Bert again.

                                     BERT
                         Hey, what's the matter?

                                     GEORGE
                              (warningly)
                         Now get out of here, Bert, or I'll 
                         hit you again! Get out!

                                     BERT
                         What the Sam Hill you yelling for, 
                         George?

                                     GEORGE
                         Don't... George?

               George talks hopefully  George touches Bert unbelievingly  
               George's mouth is bleeding again.

                                     GEORGE
                         Bert, do you know me?

                                     BERT
                         Know you? Are you kiddin'? I've been 
                         looking all over town trying to find 
                         you.  I saw your car piled into that 
                         tree down there, and I thought 
                         maybe... Hey, your mouth's bleeding; 
                         are you sure you're all right?

                                     GEORGE
                         What did...

               George touches his lips with his tongue, wipes his mouth 
               with his hand, laughs happily. His rapture knows no bounds.

                                     GEORGE
                              (joyously)
                         My mouth's bleeding, Bert! My mouth's 
                         bleed...
                              (feeling in watch 
                              pocket)
                         Zuzu's petals! Zuzu's... they're...  
                         they're here, Bert! What do you know 
                         about that? Merry Christmas!

               He practically embraces the astonished Bert, then runs at 
               top speed toward town.

                                     LONG SHOT
                         George runs away from camera yelling

                                     GEORGE
                         Mary! Mary!

                                                                   WIPE TO:

               EXT. RESIDENTIAL STREET  NIGHT

               CLOSE SHOT

               George's wrecked car is smashed against the tree. He comes 
               running into shot, sees the car, lets out a triumphant yell, 
               pats the car, and dashes on.

               EXT. MAIN STREET BEDFORD FALLS  NIGHT

               CLOSE SHOT

               George sees that the "POTTERSVILLE" sign is now replaced by 
               the original "YOU ARE NOW IN BEDFORD FALLS" sign.

                                     GEORGE
                         Hello, Bedford Falls!

               He turns and runs through the falling snow up the main street 
               of the town. As he runs, he notices that the town is back in 
               its original appearance. He passes some late shoppers on the 
               street

                                     GEORGE
                         Merry Christmas!

                                     PEOPLE
                              (ad lib)
                         Merry Christmas! Merry Christmas, 
                         George!

               EXT. THEATRE  NIGHT

               PAN SHOT  AS GEORGE RUNS BY:

                                     GEORGE
                         Merry Christmas, movie house!

               EXT. BEDFORD FALLS EMPORIUM  NIGHT

               PAN SHOT  AS GEORGE RUNS BY:

                                     GEORGE
                         Merry Christmas, emporium!

               EXT. BUILDING AND LOAN OFICES  NIGHT

               PAN SHOT  AS GEORGE RUNS BY:

                                     GEORGE
                         Merry Christmas, you wonderful old 
                         Building and Loan!

               EXT. BANK  NIGHT

               CLOSE SHOT

               George notices a light in Potter's office window, and races 
               across the street.

               INT. POTTER'S OFFICE  NIGHT

               CLOSE SHOT

               Potter is seated working at his desk, his goon by his side. 
               George pounds on the window.

                                     GEORGE
                              (from outside)
                         Merry Christmas, Mr. Potter!

               George runs off as Potter looks up from his work.

                                     POTTER
                         Happy New Year to you  in jail! Go 
                         on home  they're waiting for you!

               INT. GEORGE'S HOME  NIGHT

               The lights are on. There is a fire in the fireplace. The 
               Christmas tree is fully decorated with presents stacked 
               around.

               INT. ENTRANCE HALL  NIGHT

               CLOSE SHOT

               Carter, the bank examiner, a newspaper reporter and 
               photographer, and a sheriff, are waiting in the hall for 
               George. George comes dashing in the front door.

                                     GEORGE
                              (excitedly)
                         Mary...
                              (sees the men)
                         Well, hello, Mr. Bank Examiner!

               He grabs his hand and shakes it.

                                     CARTER
                              (surprised)
                         Mr. Bailey, there's a deficit!

                                     GEORGE
                         I know. Eight thousand dollars.

                                     SHERIFF
                              (reaching into pocket)
                         George, I've got a little paper here.

                                     GEORGE
                              (happily)
                         I'll bet it's a warrant for my arrest.  
                         Isn't it wonderful? Merry Christmas!

               The photographer sets off a flash bulb.

                                     GEORGE
                         Reporters? Where's Mary?
                              (calling)
                         Mary!

               George runs to the kitchen. He gets no answer. As he goes:

                                     GEORGE
                         Oh, look at this wonderful old drafty 
                         house! Mary! Mary!

               He comes running back to the hall.

                                     GEORGE
                         Have you seen my wife?

                                     CHILDREN'S VOICES
                         Merry Christmas, Daddy! Merry 
                         Christmas, Daddy!

               INT. STAIRS  NIGHT

               MEDIUM SHOT

               The three children are at the top of the stairs. They are in 
               their pajamas.

                                     GEORGE
                         Kids!

               George starts to run up the stairs, and the old familiar 
               knob on the banister comes off in his hand. He kisses it 
               lovingly and puts it back, then continues up the stairs.

                                     GEORGE
                         Pete  kids  Janie  Tommy.
                              (takes them in his 
                              arms)
                         I could eat you up!

               INT. TOP OF STAIRS  NIGHT

               CLOSE SHOT

               George and the kids. He is hugging them.

                                     GEORGE
                         Where's your mother?

                                     JANIE
                         She went looking for you with Uncle 
                         Billy.

               Zuzu comes running out of her bedroom. George crushes her to 
               him.

                                     ZUZU
                         Daddy!

                                     GEORGE
                         Zuzu  Zuzu. My little gingersnap! 
                         How do you feel?

                                     ZUZU
                         Fine.

                                     JANIE
                         And not a smitch of temperature.

                                     GEORGE
                              (laughing)
                         Not a smitch of temp...

               INT. HALL  NIGHT

               CLOSE SHOT

               As Mary comes through the door, breathless and excited. The 
               four men are watching with open mouths.

                                     GEORGE'S VOICE
                         Hallelujah!

                                     MARY
                              (to the men)
                         Hello.
                              (sees George)
                         George! Darling!

               INT. STAIRS  NIGHT

               CLOSE SHOT

               Mary races up the stairs, where George meets her in a fierce 
               embrace.

                                     GEORGE
                         Mary! Mary!

                                     MARY
                         George, darling! Where have you been?

               George and Mary embrace tearfully.

                                     MARY
                         Oh, George, George, George.

                                     GEORGE
                         Mary! Let me touch you! Oh, you're 
                         real!

                                     MARY
                         Oh, George, George!

                                     GEORGE
                         You have no idea what's happened to 
                         me.

                                     MARY
                         You have no idea what happened...

               He stops her with a kiss. She leads him excitedly down the 
               stairs.

                                     MARY
                         Well, come on, George, come on 
                         downstairs quick. They're on their 
                         way.

                                     GEORGE
                         All right.

               INT. LIVING ROOM  NIGHT

               CLOSE SHOT

               Mary leads George, who is carrying a couple of the kids on 
               his back, to a position in front of the Christmas tree.

                                     MARY
                         Come on in here now. Now, you stand 
                         right over here, by the tree. Right 
                         there, and don't move, don't move. I 
                         hear 'em now, George, it's a miracle! 
                         It's a miracle!

               She runs toward front door and flings it open. Ad lib SOUNDS 
               of an excited crowd can be heard. Uncle Billy, face flushed, 
               covered with snow, and carrying a clothes basket filled with 
               money, bursts in. He is followed by Ernie, and about twenty 
               more townspeople.

                                     MARY
                         Come in, Uncle Billy! Everybody! In 
                         here!

               Uncle Billy Mary and the crowd come into the living room. A 
               table stands in front of George. George picks up Zuzu to 
               protect her from the mob. Uncle Billy dumps the basketful of 
               money out onto the table  the money overflows and falls all 
               over.

                                     UNCLE BILLY
                         Isn't it wonderful?

               The rest of the crowd all greet George with greetings and 
               smiles.  Each one comes forward with money. In their pockets, 
               in shoe boxes, in coffee pots. Money pours onto the table  
               pennies, dimes, quarters, dollar bills  small money, but 
               lots of it. Mrs. Bailey and Mrs. Hatch push toward George. 
               More people come in. The place becomes a bedlam. Shouts of 
               "Gangway  gangway" as a new bunch comes in and pours out 
               its money. Mary stands next to George, watching him. George 
               stands there overcome and speechless as he holds Zuzu. As he 
               sees the familiar faces, he gives them sick grins.  Tears 
               course down his face. His lips frame their names as he greets 
               them.

                                     UNCLE BILLY
                              (emotionally at the 
                              breaking point)
                         Mary did it, George! Mary did it! 
                         She told a few people you were in 
                         trouble and they scattered all over 
                         town collecting money.  They didn't 
                         ask any questions  just said: "If 
                         George is in trouble  count on me." 
                         You never saw anything like it.

               Tom comes in, digging in his purse as he comes.

                                     TOM
                         What is this, George? Another run on 
                         the bank?

               Charlie adds his money to the pile.

                                     CHARLIE
                         Here you are, George. Merry Christmas.

               Ernie is trying to get some system into the chaos.

                                     ERNIE
                         The line forms on the right.

               Mr. Martini comes in bearing a mixing bowl overflowing with 
               cash.

                                     ERNIE
                         Mr. Martini! Merry Christmas! Step 
                         right up here.

               Martini dumps his money on the table.

                                     MARTINI
                         I busted the juke-box, too!

               Mr. Gower enters with a large glass jar jammed full of notes.

                                     ERNIE
                         Mr. Gower!

                                     GOWER
                              (to George)
                         I made the rounds of my charge 
                         accounts.

               Violet Bick arrives, and takes out the money George had given 
               her for her trip to New York.

                                     GEORGE
                         Violet Bick!

                                     VIOLET
                         I'm not going to go, George. I changed 
                         my mind.

               Annie, the colored maid, enters, digging money out of a long 
               black stocking.

                                     ANNIE
                         I've been saving this money for a 
                         divorce, if ever I get a husband.

               Mr. Partridge, the high school principal, is the next donor.

                                     PARTRIDGE
                         There you are, George. I got the 
                         faculty all up out of bed.
                              (hands his watch to 
                              Zuzu)
                         And here's something for you to play 
                         with.

                                     MAN
                              (giving money)
                         I wouldn't have a roof over my head 
                         if it wasn't for you, George.

               Ernie is reading a telegram he has just received.

                                     ERNIE
                         Just a minute. Quiet, everybody. 
                         Quiet  quiet. Now, this is from 
                         London.
                              (reading)
                         Mr. Gower cables you need cash. Stop. 
                         My office instructed to advance you 
                         up to twenty-five thousand dollars. 
                         Stop. Heehaw and Merry Christmas. 
                         Sam Wainwright.

               The crowd breaks into a cheer as Ernie drops the telegram on 
               top of the pile of money on the table.

                                     MARY
                              (calling out)
                         Mr. Martini. How about some wine?

               As various members of the family bring out a punch bowl and 
               glasses, Janie sits down at the piano and strikes a chord. 
               She starts playing "Hark! The Herald Angels Sing," and the 
               entire crowd joins in the singing. We see a SERIES OF SHOTS 
               of the various groups singing the hymn, and some people are 
               still coming in and dropping their money on the table. Carter, 
               the bank examiner, makes a donation; the sheriff sheepishly 
               looks at George and tears his warrant in small pieces. In 
               the midst of this scene, Harry, in Naval uniform, enters, 
               accompanied by Bert, the cop.

                                     HARRY
                         Hello, George, how are you?

                                     GEORGE
                         Harry... Harry...

                                     HARRY
                              (as he sees the money)
                         Mary  looks like I got here too 
                         late.

                                     BERT
                         Mary, I got him here from the airport 
                         as quickly as I could. The fool flew 
                         all the way up here in a blizzard.

               Mrs. Bailey enters scene.

                                     MRS. BAILEY
                         Harry, how about your banquet in New 
                         York?

                                     HARRY
                         Oh, I left right in the middle of it 
                         as soon as I got Mary's telegram.

               Ernie hands Harry a glass of wine.

                                     HARRY
                         Good idea, Ernie. A toast... to my 
                         big brother, George. The richest man 
                         in town!

               Once more the crowd breaks into cheering and applause. Janie 
               at the piano and Bert on his accordion start playing "Auld 
               Lang syne," and everyone joins in.

               CLOSE SHOT

               George, still holding Zuzu in his arms, glances down at the 
               pile of money on the table. His eye catches something on top 
               of the pile, and he reaches down for it. It is Clarence's 
               copy of "Tom Sawyer." George opens it and finds an inscription 
               written in it: "Dear George, remember no man is a failure 
               who has friends. Thanks for the wings, Love Clarence."

                                     MARY
                              (looking at book)
                         What's that?

                                     GEORGE
                         That's a Christmas present from a 
                         very dear friend of mine.

               At this moment, perhaps because of the jostling of some of 
               the people on the other side of the tree, a little silver 
               bell on the Christmas tree swings to and fro with a silvery 
               tinkle. Zuzu closes the cover of the book, and points to the 
               bell.

                                     ZUZU
                         Look, Daddy. Teacher says, every 
                         time a bell rings an angel gets his 
                         wings.

                                     GEORGE
                              (smiling)
                         That's right, that's right.

               He looks up toward the ceiling and winks.

                                     GEORGE
                         Attaboy, Clarence.

               The voices of the people singing swell into a final crescendo 
               for the

                                                                   FADE OUT

                                         THE END



It's a Wonderful Life



Writers :   Frank Capra  Frances Goodrich  Albert Hackett  Jo Swerling
Genres :   Drama  Family  Fantasy  Romance


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