An angel helps a compassionate but despairingly frustrated businessman by showing what life would have been like if he never existed.

Clarence: Strange, isn't it? Each man's life touches so many other lives. When he isn't around he leaves an awful hole, doesn't he?
Clarence: [In book inscription] Remember, George: no man is a failure who has friends.
George Bailey: What is it you want, Mary? What do you want? You want the moon? Just say 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. Then what?
George Bailey: Well, then you can swallow it, and it'll all dissolve, see... and the moonbeams would shoot out of your fingers and your toes and the ends of your hair... am I talking too much?
[last lines]
Zuzu Bailey: Look, Daddy. Teacher says, every time a bell rings an angel gets his wings.
George Bailey: That's right, that's right.
George Bailey: [Looks heavenward] Attaboy, Clarence.
George Bailey: Just a minute... just a minute. Now, hold on, Mr. Potter. You're right when you say my father was no businessman. I know that. Why he ever started this cheap, penny-ante Building and Loan, I'll never know. But neither you nor anyone else can say anything against his character, because his whole life was... why, in the 25 years since he and his brother, 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 away to college, 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 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 $5,000? 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, my father died a much richer man than you'll ever be!
Man on Porch: Why don't you kiss her instead of talking her to death?
George Bailey: You want me to kiss her, huh?
Man on Porch: Ah, youth is wasted on the wrong people.
Harry Bailey: A toast to my big brother George: The richest man in town.
George Bailey: Dear Father in heaven, I'm not a praying man, but if you're up there and you can hear me
[begins crying]
George Bailey: show me the way... show me the way.
Clarence: You see, George, you've really had a wonderful life. Don't you see what a mistake it would be to throw it away?
[first lines]
Mr. Emil Gower: I owe everything to George Bailey. Help him, dear Father.
Giuseppe Martini: Joseph, Jesus and Mary. Help my friend, Mr. Bailey.
Ma Bailey: Help my son, George, tonight.
Bert: He never thinks about himself, God, that's why he's in trouble.
Ernie Bishop: George is a good guy. Give him a break, God.
Mary: I love him, dear Lord. Watch over him tonight.
Janie Bailey: Please, God, something's the matter with Daddy.
Zuzu Bailey: Please bring Daddy back.
[George has discovered his brother Harry's tombstone]
Clarence: [explaining] Your brother, Harry Bailey, broke through the ice and was drowned at the age of nine.
George Bailey: That's a lie! Harry Bailey went to war! He got the Congressional Medal of Honor! He saved the lives of every man on that transport!
Clarence: Every man on that transport died. Harry wasn't there to save them, because you weren't there to save Harry.
George Bailey: How old are you anyway?
Mary: 18.
George Bailey: 18! Why it was only last year you were 17.
Little Mary: Is this the ear you can't hear on?
[whispering in his bad ear]
Little Mary: George Bailey, I'll love you 'til the day I die.
George Bailey: [on Mary being caught naked in the bushes after her robe slips off] This is a very interesting situation!
Mary: Please give me my robe.
George Bailey: A man doesn't get in a situation like this every day.
Mary: I'd like to have my robe.
George Bailey: Not in Bedford Falls anyway.
Mary: [after the bushes' thorns starting hurting her] Ouch! Oh!
George Bailey: Gezundheit.
Mary: George Bailey!
George Bailey: Inspires a little thought!
Mary: Give me my robe.
George Bailey: I've read about things like this.
Mary: Shame on you! I'm going to tell your mother on you.
George Bailey: Well, my mother is way up on the corner.
Mary: I'll call the police!
George Bailey: Well, they're all the way downtown. They'd be on my side.
Mary: Then I'll scream!
George Bailey: Maybe I can sell tickets.
[a car pulls up, and George is told that his father has suffered a stroke]
George Bailey: Isn't it wonderful? I'm going to jail!
Mrs. Hatch: Who is down there with you, Mary?
Mary: It's George Bailey, mother.
Mrs. Hatch: George Bailey? What does he want?
Mary: I don't know!
[to George]
Mary: What do you want?
George Bailey: Me? Nothing! I just came in to get warm.
Mary: [pause] He's making violent love to me, mother!
Annie: I been savin' this money for a divorce, if ever I got a husband.
George Bailey: [running through Bedford Falls] Merry Christmas, movie house! Merry Christmas, Emporium! Merry Christmas, you wonderful old Building and Loan!
Mary: [embracing George] Remember the night we broke the windows in this old house? This is what I wished for.
George Bailey: [softly] You're wonderful... wonderful.
Ma Bailey: [speaking of Mary Hatch] Why, she lights up like a firefly whenever you are around. Besides, Sam Wainright is off in New York, and you're here in Bedford Falls...
George Bailey: And all's fair in love and war, right?
Ma Bailey: [fixing his collar] Well, I don't know about war...
Clarence: [hearing Nick's cash register ding] Oh-oh. Somebody's just made it.
George Bailey: Made what?
Clarence: Every time you hear a bell ring, it means that some angel's just got his wings.
Mary: Bread... that this house may never know hunger.
[Mary hands a loaf of bread to Mrs. Martini]
Mary: Salt... that life may always have flavor.
[Mary hands a box of salt to Mrs. Martini]
George Bailey: And wine... that joy and prosperity may reign forever. Enter the Martini Castle.
[George hands Mr. Martini a bottle of wine]
George Bailey: Mary Hatch, why in the world did you ever marry a guy like me?
Mary: To keep from being an old maid!
George Bailey: You could have married Sam Wainright, or anybody else in town...
Mary: I didn't want to marry anybody else in town. I want my baby to look like you.
George Bailey: You didn't even have a honeymoon. I promised you...
George Bailey: Your what?
Mary: My baby!
George Bailey: [stuttering] Your, your, your, ba- Mary, you on the nest?
Mary: George Baily Lassos Stork!
George Bailey: [still stuttering] Lassos a stork?
[Mary nods]
George Bailey: What're'ya... You mean you're... What is it, a boy or a girl?
Mary: [nods enthusiasticly] Mmmm-hmmm!
George Bailey: I wish I had a million dollars... Hot dog!
George Bailey: I know what I'm gonna do tomorrow, and the next day, and the next year, and the year after that.
Little Violet: [commenting on George] I like him.
Little Mary: You like every boy.
Little Violet: What's wrong with that?
George Bailey: Well, you look about the kind of angel I'd get. Sort of a fallen angel, aren't you? What happened to your wings?
Clarence: I haven't won my wings, yet. That's why I'm called an Angel Second Class. I have to earn them. And you'll help me will you?
George Bailey: [sarcastic] Sure, sure. How?
Clarence: By letting me help you.
George Bailey: I know one way you can help me. You don't happen to have 8,000 bucks on you?
Clarence: No, we don't use money in Heaven.
George Bailey: Well, it comes in real handy down here, bud!
George Bailey: Now, will you do something for me?
Zuzu Bailey: What?
George Bailey: Will you try and get some sleep?
Zuzu Bailey: I'm not sleepy. I want to look at my flower.
George Bailey: I know-I know, but you just go to sleep, and then you can dream about it, and it'll be a whole garden.
Zuzu Bailey: It will?
George Bailey: Uh-huh.
George Bailey: [George is having his last meal at home before leaving on his cruise. His father is distraught over his leaving] Pop, I think you're a great guy.
George Bailey: [thinking Annie is eavesdropping] Did you hear that, Annie?
Annie: I heard it... 'bout time one of you lunkheads said it!
George Bailey: [gazing eyes with Mary] Well, well, well.
Freddie Othello: Now, to get back to my story, see?
[in a trance, Mary hands Othello her drink, and George and Mary start dancing]
Freddie Othello: Hey, this is MY dance!
George Bailey: Oh, why don't you stop annoying people.
Freddie Othello: Well, I'm sorr- Hey!
George Bailey: Look, who are you? Who are you really?
Clarence: I told you, George. I'm your guardian angel.
George Bailey: Yeah, well what else are you? Are you a hypnotist?
Clarence: No, of course not.
George Bailey: Then why am I seeing all these strange things?
Clarence: Don't you understand, George? It's because you were never born.
George Bailey: Well, if I was never born... who am I?
Clarence: You're nobody. You have no identity.
George Bailey: What do you mean no identity? My name is George Bailey!
Clarence: There is no George Bailey.
[George searches his pockets for identification, finds none]
Clarence: You have no papers, no cards, no driver's license, no 4F card, no insurance policy.
[George finally searches his watch pocket for the rose petals from Zuzu]
Clarence: They're not there either.
George Bailey: What?
Clarence: Zuzu's petals... You've been given a great gift, George: A chance to see what the world would be like without you.
George Bailey: [yelling at Uncle Billy] Where's that money, you silly stupid old fool? Where's that money? Do you realize what this means? It means bankruptcy and scandal and prison! That's what it means! One of us is going to jail; well, it's not gonna be me!
George Bailey: [the staff celebrates closing the building and loan company with only two dollars remaining, to stay in business] Get a tray for these two great big important simoleans here.
Uncle Billy: We'll save 'em for seed.
George Bailey: A toast! A toast! A toast to Mama Dollar and to Papa Dollar, and if you want to keep this old Building and Loan in business, you better have a family real quick.
Cousin Tilly: I wish they were rabbits.
Uncle Billy: After all, Potter, some people like George HAD to stay at home. Not every heel was in Germany and Japan.
Mary: You look at me as if you didn't know me.
George Bailey: Well, I don't.
Mary: You pass me on the street almost every day.
George Bailey: Me? Naw, that was a little girl named Mary Hatch, that wasn't you.
George Bailey: [George hears a train whistle] There 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 Bailey: No no no no. Anchor chains, plane motors and train whistles.
Mr. Potter: George, I am an old man, and most people hate me. But I don't like them either so that makes it all even.
George Bailey: Merry Christmas, Mr. Potter!
Mr. Potter: And Happy New Year to you, in jail! Why don't you go on home? They're waiting for you!
George Bailey: Now, come on, get your clothes on, and we'll stroll up to my car and get... Oh, I'm sorry. I'll stroll. You fly.
Clarence: I can't fly! I haven't got my wings.
George Bailey: You haven't got your wings. Yeah, that's right.
Nick: Hey look, mister. We serve hard drinks in here for men who want to get drunk fast, and we don't need any characters around to give the joint "atmosphere". Is that clear, or do I have to slip you my left for a convincer?
George Bailey: [intervening] Nick, hold on. Just give him the same as mine. He's no trouble.
Nick: Okay.
[Nick walks away to tend to the bar]
George Bailey: [to Clarence] What's the matter with him? I never saw Nick act like that before.
Clarence: You'll see a lot of strange things from now on.
Ernie Bishop: Just a minute! Quiet everybody! Quiet, quiet. Now get this, it's from London.
Ma Bailey: Oh!
Ernie Bishop: [Reading the telegram in his hand] Mr. Gower cabled you need cash, stop. My office instructed to advance you up to twenty-five thousand dollars, stop. Hee Haw and Merry Christmas! Sam Wainwright.
Nick: [ringing the cash register repeatedly] Get me. I'm givin' out wings!
Uncle Billy: [drunk] Where's my hat? Where's my hat?
[George takes it off Billy's head and hands it to him]
Uncle Billy: Oh, oh thankyou, George. Which is mine?
George Bailey: The middle one.
Bert: Isn't there any romance in you?
Ernie Bishop: Sure, I had it... but I got rid of it.
George Bailey: Now, you listen to me! I don't want any plastics, and I don't want any ground floors, and I don't want to get married - ever - to anyone! You understand that? I want to do what I want to do. And you're... and you're...
[runs out of words, sees her crying]
George Bailey: Oh, Mary, Mary...
Mary: George... George... George...
George Bailey: [kisses her intensely] Mary... Would you?... Would you?...
[George returns to the bridge where his nightmare began, hoping to bring back his old life]
George Bailey: [praying] Clarence! Clarence! Help me, Clarence! Get me back! Get me back, I don't care what happens to me! Get me back to my wife and kids! Help me Clarence, please! Please! I wanna live again. I wanna live again. Please, God, let me live again.
[it begins to snow again]
Bert: [shouts] Hey, George! George! You all right? Hey, what's the matter?
George Bailey: Now get outta here, Bert, or I'll hit you again! Get outta here!
Bert: What the sam hill you yellin' for, George?
George Bailey: You...
[suddenly stunned]
George Bailey: George... Bert? Do you know me?
Bert: Know you? Huh. You kiddin'? I've been looking all over town trying to find you. I saw your car plowed into that tree down there and I thought maybe you - hey, your mouth's bleeding. Are you sure you're all right?
George Bailey: What the...
[licks the corner of his lip and checks his mouth with his hand]
George Bailey: Ha, ha, ha, ha! My mouth's bleeding, Bert! My mouth's bleeding! Zuzu's petals... Zuzu...
George Bailey: [checking his pocket] There they are! Bert, what do you know about that! Merry Christmas!
George Bailey: Clarence?
Clarence: Yes, George?
George Bailey: Where's Mary? If this is all real and I was never born, what became of Mary?
Clarence: [hesitates] Well... I don't... I can't...
George Bailey: [grabs Clarence by his collar] Look, I don't know how you know these things, but if you know where my wife is, you'll tell me.
Clarence: I... I'm not supposed to tell.
George Bailey: Please, Clarence, where's my wife? Tell me where my wife is.
Clarence: You're not going to like it, George.
George Bailey: Where is she? What happened to her?
Clarence: She became an old maid. She never married...
George Bailey: [desperate] Where is she? WHERE IS SHE?
Clarence: She's... she's just about to close up the library!
[George throws Clarence to the ground and runs off]
Clarence: [more frustrated] Ohh... there must be some easier way for me to get my wings.
Bert: Come on, we gotta' get this up. He's coming.
Ernie Bishop: Who?
Bert: The groom, you idiot. This is they're honeymoon.
Ernie Bishop: What are they, ducks?
Mr. Potter: [on the telephone] George, there is a rumor around town that you closed your doors. Is that true?
Mr. Potter: Oh, well, I'm very glad to hear that. George, are you all right? Do you need any police?
George Bailey: [into the phone] Police? What for?
Mr. Potter: Well, mobs get pretty ugly sometimes, you know. George, I'm going all out to help in this crisis. I've just guaranteed the bank sufficient funds to meet their needs. They'll close up for a week and then reopen.
George Bailey: [to Uncle Billy] He just took over the bank.
Mr. Potter: [into the phone] I may lose a fortune, but I'm willing to guarantee your people, too. Just tell them to bring their shares over here and I will pay fifty cents on the dollar.
George Bailey: [into the phone] Aw, you never miss a trick, do you, Potter? Well, you're going to miss this one!
Mr. Potter: [into the phone] If you close your doors before six p.m., you will never re-open!
[there is a loud click as George hangs up]
George Bailey: I'm shakin' the dust of this crummy little town off my feet and I'm gonna see the world. Italy, Greece, the Parthenon, the Colosseum. Then, I'm comin' back here to go to college and see what they know. And then I'm gonna build things. I'm gonna build airfields, I'm gonna build skyscrapers a hundred stories high, I'm gonna build bridges a mile long...
George Bailey: [on Mary being caught naked in the bushes] This is a very interesting situation!
George Bailey: You sit around here and you spin your little webs and you think the whole world revolves around you and your money. Well, it doesn't, Mr. Potter. In the whole vast configuration of things, I'd say you were nothing but a scurvy little spider! And...
[turning to his aide]
George Bailey: And that goes for you, too!
Man at Bar: Why do you drink so much? Please go home, Mr. Bailey.
Mr. Welch: [sitting right beside George] Bailey? Which Bailey?
Giuseppe Martini: This is Mr. George Bailey.
[Mr. Welch angrily pulls George Bailey up to his face by the lapels with one hand and hits him in the face with a right hook, sending him to the floor]
Mr. Welch: Next time you talk to my wife like that, you'll get worse! She cried for an hour! It's not enough she teaches stupid children to read and write, you had to bawl her out!
Mr. Potter: What have you been doing lately, George? Playing the market with the company's money?
George Bailey: No, of course not.
Mr. Potter: Or is it a woman you're involved with? It's all over town that you've been giving money to Violet Bick.
George Bailey: What?
Mr. Potter: Not that it's any skin off my nose.
House owner: I mean Pottersville. Don't you think I know where I live? What's the matter with you?
[He proceeds toward his house. George is completely bewildered]
George Bailey: Oh, I don't know. Either I'm off my nut, or he is...
[to Clarence]
George Bailey: ... or you are!
Clarence: It isn't me!
Mr. Potter: [to George Bailey] Look at you. You used to be so cocky. You were going to go out and conquer the world. You once called me "a warped, frustrated, old man"! What are you but a warped, frustrated young man? A miserable little clerk crawling in here on your hands and knees and begging for help. No securities, no stocks, no bonds, nothin' but a miserable little $500 equity in a life insurance policy.
[Potter chuckles]
Mr. Potter: You're worth more dead than alive! Why don't you go to the riffraff you love so much and ask them to let you have $8,000? You know why? Because they'd run you out of town on a rail. But I'll tell you what I'm going to do for you, George. Since the state examiner is still here, as a stockholder of the Building and Loan, I'm going to swear out a warrant for your arrest. Misappropriation of funds, manipulation, malfeasance...
[sees George runs off]
Mr. Potter: All right, George, go ahead! You can't hide in a little town like this!
George Bailey: Well, maybe I left the car up at Martini's. Well, come on, Gabriel.
Clarence: Clarence!
George Bailey: Clarence. Right... Clarence.
George Bailey: You call this a happy family? Why do we have to have all these kids?
George Bailey: You know what we're gonna do? We're gonna shoot the works. A whole week in New York. A whole week in Bermuda. The highest hotels. The oldest champagne. The richest caviar and the hottest music and the prettiest wife.
George Bailey: Well, just come back here, Mister. I'll give her a kiss that'll put hair back on your head!
Annie: Boys and girls and music. Why do they need gin?
George Bailey: [to a derelict Mr. Gower] Mr. Gower! This is George Bailey! Don't you know me?
Mr. Emil Gower: No... No...
Nick: [to his bouncers] Throw 'em out, throw 'em out!
George Bailey: Mr. Gower! Hey, what is...? Hey, Nick! Nick! Isn't that Mr. Gower, the druggist?
Nick: You know, that's another reason for me not to like you. That rum-head spent twenty years in jail for poisoning a kid. If you know him, you must be a jailbird yourself.
Mr. Potter: [Harry's won the Congressional Medal of Honour] How does slacker George feel about that?
Uncle Billy: Very jealous, very jealous. He only lost three buttons off his vest.
George Bailey: [George walks up to Ernie, who is on the phone, with a newspaper] Hey, Ernie, look at that.
[Newspaper headline reads "PRESIDENT DECORATES HARRY BAILEY"]
Ernie Bishop: It's going to snow again.
[Ernie goes back to phone conversation]
Pa Bailey: I know it's soon to talk about it.
George Bailey: Oh, now Pop, I couldn't. I couldn't face being cooped up for the rest of my life in a shabby little office... Oh, I'm sorry Pop, I didn't mean that, 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.
Pa Bailey: 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 Bailey: 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.
Pa Bailey: Yes... yes... You're right son.
George Bailey: You see what I mean, don't you, Pop?
Pa Bailey: This town is no place for any man unless he's willing to crawl to Potter. You've got talent, son. I've seen it. You get yourself an education. Then get out of here.
George Bailey: Pop, you want a shock? I think you're a great guy.
[to Annie, listening through the door]
George Bailey: Oh, did you hear that, Annie?
Annie: I heard it. About time one of you lunkheads said it.
Mary: I feel like a bootlegger's wife!
Violet Bick: [being dragged into a squad car by police] That sailor's a liar!
George Bailey: OK then, I'll throw a rock at the old Granville house.
Mary: Oh no, don't. I love that old house.
George Bailey: No, you see you make a wish and then try to break some glass and you've got to be a pretty good shot nowadays too.
Mary: Oh no George don't. It's full of romance that old place. I'd like to live in it.
George Bailey: In that place?
Mary: Uh huh.
George Bailey: I wouldn't live in it as a ghost.
Mr. Emil Gower: [George is whistling to himself] George! George!
Little George: Yes sir.
Mr. Emil Gower: You're not paid to be a canary!
George Bailey: I can see through you
[Ma Bailey]
George Bailey: all the way to your back collar button.
Senior Angel: Hello Joseph, trouble?
Joseph - Angel: Looks like we'll have to send someone down. There are a lot of people asking for help for a man named George Bailey.
Senior Angel: George Bailey? Yes! Tonight's his crucial night. You're right. We'll have to send someone down immediately. Whose turn is it?
Joseph - Angel: That's why I came to see you, sir. It's that clock maker's turn again.
Senior Angel: [chuckles] Oh, Clarence. Hasn't gotten his wings yet, has he?
Joseph - Angel: We passed him up right along. Because, you know sir, he's got the IQ of a rabbit.
Senior Angel: Yes, but he's got the faith of a child. Simple. Joseph, send for Clarence.
Clarence: You sent for me, sir?
Senior Angel: Yes, Clarence. A man down on earth needs our help.
Clarence: Splendid. Is he sick?
Senior Angel: No worst. He's discouraged. At exactly 10:45 pm earth time, that man will be thinking seriously about throwing away God's greatest gift.
Clarence: Oh, dear, dear. His life. Then I've only got 1 hour to dress. What are they wearing now?
Senior Angel: You will spend that hour getting acquainted with George Bailey.
Clarence: Sir, if I should accomplish this mission, I mean... um. Might I perhaps win my wings? I've been waiting for over 200 years now, sir, and people ARE beginning to talk.
Senior Angel: What's that book you've got there?
Clarence: Oh, oh, The Adventures of Tom Sawyer.
Senior Angel: Clarence, you do a good job with George Bailey and you will get your wings.
Bert: Liver pills? We need posters of beautiful places, romantic places. Places George wants to go!
George Bailey: [Mr Potter] What's eatin' that old money-grubbin' buzzard anyway?
Sam Wainwright: So long, George. See you in the funny pages.
Mr. Potter: George, I am an old man and most people hate me. But I don't like them either, so that makes it all even. You know just as well as I do that I run practically everything in this town but the Bailey Building and Loan. You know, also, that for a number of years I've been trying to get control of it. Or kill it. But I haven't been able to do it. You have been stopping me. In fact, you have beaten me, George, and as anyone in this county can tell you, that takes some doing. Now take during the depression, for instance. You and I were the only ones that kept our heads. You saved the Building and Loan, I saved all the rest.
George Bailey: Yes, well, most people say you stole all the rest.
Mr. Potter: The envious ones say that, George. The suckers. Now, I have stated my side very frankly. Now let's look at your side. A young man, twenty-seven, twenty-eight, married, making, say, forty a week.
George Bailey: Forty-five!
Mr. Potter: Forty-five. Forty-five. Out of which, after supporting your mother and paying your bills, you're able to keep, say, ten, if you skimp. A child or two comes along and you won't even be able to save the ten. Now, if this young man of twenty-eight was a common, ordinary yokel, I'd say he was doing fine. But George Bailey is not a common, ordinary yokel. He is an intelligent, smart, ambitious, young man who hates his job, who hates the Building and Loan almost as much as I do. A young man who's been dying to get out on his own ever since he was born. A young man... the smartest one in the crowd, mind you... A young man who has to sit by and watch his friends go places because he's trapped. Yes, sir, trapped into frittering his life away, playing nursemaid to a lot of garlic eaters. Do I paint the correct picture or do I exaggerate?
Uncle Billy: On boy, oh boy, oh boy, oh boy! I feel so good I could spit in Potter's eye! I think I will, I think I will!
George Bailey: You're not talking to someone else? You know me, remember me, George Bailey?
Mr. Potter: George Bailey. George Bailey, whose ship has just come in. Provided he has enough brains to climb aboard.
George Bailey: [to Potter] In the whole vast configuration of things I'd say you were nothing but a scurvy little spider.
[to Potter's bodyguard]
George Bailey: And that goes for you too.
[to Potter's employees at the bank]
George Bailey: And it goes for you too.
Cousin Tilly: Mrs Bailey is on the phone.
George Bailey: I don't want Mrs Bailey I want my wife... Mrs Bailey? Oh, that's my wife.
Clarence: I'm Clarence Oddbody, AS2.
George Bailey: Oddbody... Hey, what's an AS2?
Clarence: Angel, Second Class.
[the bridgekeeper, overhearing it, falls backwards in his chair completely spooked]
Harry Bailey: Say, where's Mother?
George Bailey: She's home cooking the fatted calf.
George Bailey: We're all excited around here. My brother just got the Congressional Medal of Honour. The President just decorated him.
Carter: Well, I guess they do for those things.
George Bailey: Its this old house. I don't know why we all don't have pneumonia. Draughty old barn! Its like living in a refrigerator. Why can't we live somewhere else instead of this measly, crummy old town?
George Bailey: Did you put the envelope in your pocket?
Uncle Billy: Maybe, maybe, maybe.
George Bailey: Maybe, maybe! I don't want any maybe, look we've got to find that money.
George Bailey: The Navy's gonna fly him
George Bailey: and Mother home tomorrow.
Cousin Eustace: In a plane?
Clarence: So... you still think that killing yourself would make everyone feel happier, eh?
George Bailey: Oh, I don't know. I guess you're right. I supposed it would have been better if I'd never been born at all.
Clarence: What did you say?
George Bailey: I said I wished I was never born!
Clarence: Oh, you mustn't say things like that... Oh, now wait a minute. That's an idea now, isn't it?
[looks upward]
Clarence: What do you think? Ahhh... that will do it. All right, George... you've got your wish: you've never been born.
[Wind begins to blow violently outside the shack; Clarence yells out the door]
Clarence: You don't need to make all THAT fuss about it!
Cousin Tilly: [Harry's on the phone] You know, you're nephew, remember?
Bailey Child - Tommy: Excuse me, excuse me.
George Bailey: Excuse you for what?
Bailey Child - Tommy: I burped.
Mr. Potter: The Bailey family's been a boil on my neck long enough.
Building & Loan Board Member: It's too soon after Peter Bailey's death to talk about chloroforming the Building & Loan.
Mr. Potter: He
[Peter Bailey]
Mr. Potter: was a man of high ideals, so called. Ideals without common sense can ruin this town.
Pa Bailey: All you can take with you is that which you've given away.
Ma Bailey: [kisses George] That's for nothing.
Mr. Potter: Ernie Bishop, you know the fella who sits around all day on his brains in his taxi?
Violet Bick: I'm glad I know you George Bailey.
George Bailey: Rochester? Why Rochester?
Violet Bick: [seeing George across the street] Excuse me. I think I got a date. But er... stick around fellas just in case, huh?
Mickey: [Mickey walks up to a disheartened Freddie Othello, dumped by Mary Hatch] 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?
[Othello turns to Mickey]
Mickey: I've got the key!
Harry Bailey: Uncle Billy, you haven't changed a bit.
Uncle Billy: Nobody ever changes here, you know that.
Ma Bailey: First Harry, now George. Annie, we're just two old maids now.
Annie: You speak for yourself, Miss B.
Ma Bailey: Looks like she
[Ruth Dakin]
Ma Bailey: can keep Harry on his toes.
George Bailey: Keep him out of Bedford Falls anyway.
George Bailey: [to Mary] You look older without your clothes on.
Mary Hatch: [trapped naked in a bush] Shame on you! I'll tell your mother!
George Bailey: [thoughtfully] My mother's way up on the corner there.
Mary Hatch: I'll call the police.
George Bailey: They're way downtown. Anyway, they'd be on my side.
Mary Hatch: Then I'll scream!
Ernie Bishop: Don't look now but there's something funny going on over there at the bank George. I've never really seen one but that's got all the earmarks of being a run.
George Bailey: [George on the phone to Mary] Come home... what home? 320 Sycamore. Whose home is that?
Carter: I trust you've had a good year?
George Bailey: A good year? Well, between you and me Mr Carter we're broke.
Carter: Very funny.
Mary: Have a hectic day?
George Bailey: Oh yeah, another big red-letter day for the Baileys!
George Bailey: I'm in trouble, Mr. Potter. I need help. Through some sort of an accident, my company's short in their accounts. The bank examiner got there today. I've got to raise eight thousand dollars immediately.
Mr. Potter: Oh, that's what the reporters wanted to talk to you about.
George Bailey: The reporters?
Mr. Potter: Yes. They called me up from your Building and Loan. Oh, there's a man over there from the D.A.'s office, too. He's looking for you.
George Bailey: Please help me, Mr. Potter. Help me, won't you, please? Can't you see what it means to my family? I'll pay any sort of a bonus on the loan, any interest, if you still want the Building and Loan...
Mr. Potter: George, could it possibly be there's a slight discrepancy in the books?
George Bailey: No, sir, there's nothing wrong with the books. I've just misplaced eight thousand dollars. I can't find it anywhere.
Mr. Potter: *You* misplaced eight thousand dollars?
George Bailey: Yes, sir.
[Mr. Potter looks at his bodyguard]
Mr. Potter: Have you notified the police?
George Bailey: No, sir. I didn't want the publicity. Harry's homecoming tomorrow...
[Mr. Potter chuckles]
Mr. Potter: They're going to believe that one. What've you been doing, George? Playing the market with the company's money?
George Bailey: No sir. No sir, I haven't.
Mr. Potter: Is it a woman, then? You know, it's all over town that you've been giving money to Violet Bick.
George Bailey: What?
Mr. Potter: Not that it makes any difference to me, but why did you come to me? Why don't you go to Sam Wainwright and ask him for the money?
George Bailey: I can't get a hold of him. He's in Europe.
Mr. Potter: Well, what about all your other friends?
George Bailey: They don't have that kind of money, Mr. Potter. You know that. You're the only one in town that can help me.
[Potter chuckles]
Mr. Potter: I've suddenly become quite important. What kind of security what I have, George? Have you gotten any stocks? Bonds? Real estate? Collateral of any kind?
George Bailey: Well, I have some life insurance. A fifteen thousand dollar policy.
Mr. Potter: Yes. How much is your equity in it?
George Bailey: Five hundred dollars.
Mr. Potter: Five hundred dollars? And you ask me to lend you eight thousand?
George Bailey: Look, we're still in business, we've got two bucks left!
George Bailey: I'm a rich tourist today. How about driving me home in style?
Uncle Billy: They're putting us out of business. So what? I can get another job, I'm only 55.
Cousin Tilly: 56!
[in the alternate 'Pottersville' universe, George knocks on the front door of his former house which is now a run-down boarding house. His terribly-aged, unhappy mother opens the door]
Ma Bailey: [hostile tone] What? What! Who are you? Wadda want?
George Bailey: Mother?
Ma Bailey: Mother? I'm Ma Bailey! If you want a room... we're all full up. Get out of here!
George Bailey: Mother, don't you remember me? I'm your son, George.
Ma Bailey: George who? I've never had a son, named George! Get out of here before I call the police!
George Bailey: No... please Ma... I mean, Mrs. Bailey. Can't you let me come inside? It's cold out here and it's Christmas Eve. I'm in trouble and I'm going through something awful now. Can't you let me in for just a few minutes, for a cup of coffee or tea? It's just until I get over it.
Ma Bailey: Get over what? I don't let strangers into my house, not unless they're sent by someone I know.
George Bailey: But I know everyone you know! Like... your brother-in-law, Uncle Billy.
Ma Bailey: [suspicious] You know him?
George Bailey: Of course I do.
Ma Bailey: When'd you see him last?
George Bailey: Today, over at his house.
Ma Bailey: That's a lie! He's been locked up in an insane asylum upstate every since he lost his business! And if you ask me, that's where you belong too!
[Ma Bailey slams the door in George's face as he looks on with shock]
Real Estate Salesman: Fifteen years ago, a half-dozen houses stuck here and there. There's the old cemetery, squirrels, buttercups, daisies. Dozens of the prettiest little homes you ever saw. Ninety per cent owned by suckers who used to pay rent to you. Your Potter's Field, my dear Mr. Employer, is becoming just that. And are the local yokels making with those David and Goliath wisecracks!
Mr. Potter: Oh, they are, are they? Even thought they know the Baileys haven't made a dime out of it.
Real Estate Salesman: You know very well why. The Baileys were all chumps. Every one of these homes is worth twice what it cost the Building and Loan to build. If I were you, Mr. Potter...
Mr. Potter: Well, you are not me.
Real Estate Salesman: As I say, it's no skin off my nose. But one of these days this bright young man is going to be asking George Bailey for a job.
George Bailey: What's a pretty girl like you marrying this two-headed brother of mine?
Ernie Bishop: [as George is trying to find Mary in the abandoned house] Watch this guy, Bert, he's bats!
Mr. Potter: Have you put any real pressure on these people of yours to pay those mortgages?
Pa Bailey: Times are bad, Mr. Potter. A lot of these people are out of work.
Mr. Potter: Well, then, foreclose.
Pa Bailey: I can't do that. These families have children.
Mr. Potter: They're not my children.
Pa Bailey: But they're somebody's children, Mr. Potter.
Mr. Potter: Are you running a business or a charity ward? Not with my money!
Pa Bailey: Mr. Potter, what makes you such a hard-skulled character? You have no family, no children. You can't begin to spend all the money you've got.
Mr. Potter: Oh, I suppose I should give it to miserable failures like you and that idiot brother of yours to spend for me!
Little George: He's not a failure! You can't say that about my father!
Pa Bailey: George. George. Quiet, George. Run along. Run along.
Little George: You're not! You're the biggest man in town!
[Pushes Mr. Potter]
Little George: Bigger than him, bigger than everybody!
[walks out]
Mr. Potter: [groans] Gives you an idea of the Baileys.
Mr. Potter: Peter Bailey was not a businessman. 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. 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 Bailey: Well, I handled that, Mr. Potter. You have all the papers there. His salary, insurance. I can personally vouch for his character.
Mr. Potter: A friend of yours?
George Bailey: Yes, sir.
Mr. Potter: Uh-huh. 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!
Bailey Child - Pete: Daddy, the Brown's next door have a new car. You should see it.
George Bailey: Well, what's the matter with our car? Isn't it good enough for you?
Bailey Child - Pete: Yes, Daddy.
Violet Bick: Good afternoon, Mr. Bailey.
George Bailey: Hello, Violet. Hey, you look good, that's some dress you got on there.
Violet Bick: This old thing? Why, I only wear it when I don't care how I look.
Ernie Bishop: How would you like to take...
George Bailey: Yes?
Ernie Bishop: [to Bert] Want to come along, Bert? We'll show you the town.
Bert: No, thanks... I think I'll go home and see what the wife's doing.
Ernie Bishop: Family man.
Mary: [Mrs Hatch eavesdrops on George and Mary's conversation] He's making violent love to me, Mother!
Mrs. Hatch: You tell him to go right home this instant!
Pa Bailey: Of course it's just a hope, you wouldn't consider coming back to the Building & Loan would you?
George Bailey: Well I...
[notices Annie eavesdropping]
George Bailey: Annie, why don't you draw up a chair and then you'll be more comfortable and then you can hear everything that's going on?
Annie: I would if I thought I'd hear anything worth listening to.
Nick: [slamming a bottle on the bar] That's it! Out you two pixies go... through the door, or out the window!
George Bailey: Hold on, Nick! What's wrong?
Nick: That's another thing. Where do you come off calling me Nick?
George Bailey: Well... Nick, that's your name. Isn't it?
Nick: What does that have to do with anything? I don't know you from Adam's off Ox.

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