"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