george bailey at bottom of slide. the boys watching the carriage. mr. gower, the druggist, peering from a window in back room. we see him take a drink from a bottle. mary, whispering. gower, drunk, is intent on putting some capsules into a box. capsules spilling on floor at their feet. uncle billy listening at the door. as george is about to enter his father's office, uncle billy grabs him by the arm. george and his father at the door. gower talking on the telephone. george stands in the doorway. mary is still seated at the soda fountain. each time she hears george being slapped, she winces. harry, as he sticks his head through the kitchen door. george and his father, eating at the table. there is a great similarity and a great understanding between them. george and pop at the table. annie comes in with some dishes. annie listening through glass in door. george and his father at the table. george, staring at mary. harry on the orchestra platform, whistle in hand. george and mary dancing. 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. man on the porch of house, listening to george and mary. 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 slowly moves after uncle billy and ruth. he is thinking deeply. 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. 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. mary is looking out the window, watching george walk back and forth. mary and george are in the entrance hall. george and mary sitting on the divan. he is uncomfortable, and she tries desperately to keep the conversation alive. george and mary seated on the divan. mrs. hatch is at the top of the stairs. she practically faints at what she sees. mrs. bailey and annie, the maid. 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. bert and man working in rain, sorting through travel posters. bert and ernie, standing in the pouring rain, start singing "i love you truly." 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. 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. 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. george and mary are talking to sam wainwright in front of the latter's car. hs wife, jane, is now out of the car. potter is lighting a big cigar which he has just given george. the goon is beside potter's chair, as usual. mary sitting on the floor playing with a baby. a little boy is in a playpen nearby. 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. mrs. bailey and other women in red cross uniforms busily sewing, etc. mary, with portable u.s.o. pushcart, is serving coffee and doughnuts to men leaning from the train. sam wainwright showing set of blueprints to two army officers. potter is wheeled in toward a long table around which several men are seated. marty in the foreground, beckoning to soldiers to come on. harry is fastening the helmet of his flying clothes. he waves as he exits through the door. george, behind the counter, is trying to quiet a crowd of people all clamoring for more ration points. george, in the uniform of an air raid warden, is patrolling his beat. man beside lighted window pulls down the shade as george blows his whistle. george is helping load his old car with scrap paper. wheelbarrow full of junk being dumped onto pile. uncle billy is filling out a deposit slip at one of the desks. uncle billy and bank teller at the window. potter is now behind his desk. he spreads the newspaper out in front of him, muttering as he does so. george coming from room where he has just left the bank examiner. 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. 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. potter is peering through the slats of the venetian blind, watching them as they go. 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. janie 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 is seated with pad and pencil in the throes of composition. on the floor tommy 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. as george comes into the house. george slumps into an armchair and lifts tommy onto his lap. mary is helping pete decorate the christmas tree. as they go toward kitchen. they come through the door. 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. mary comes in and picks up the phone. 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. 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. 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. george has stopped by the railing at the center of the bridge. the snow is now falling hard. 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. 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. 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. a small wreck of a man, with weak, watery eyes. obviously a broken-down panhandler, his hat in his hand. george, horrified, leaps up and goes over to gower. george and clarence come flying through the door and land in the snow. nick at the cash register, busily ringing the bell. 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. 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: ernie stops the cab, and george enters it. 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: bert is standing in the entrance, with his gun in his hand. ernie is a few feet behind him, ready to run. 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. george and mary, on the sidewalk. 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. 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. 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. george sees that the "pottersville" sign is now replaced by the original "you are now in bedford falls" sign. george notices a light in potter's office window, and races across the street. potter is seated working at his desk, his goon by his side. george pounds on the window. 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 and the kids. he is hugging them. as mary comes through the door, breathless and excited. the four men are watching with open mouths. mary races up the stairs, where george meets her in a fierce embrace. mary leads george, who is carrying a couple of the kids on his back, to a position in front of the christmas tree. 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."