George is thoroughly depressed and disheartened by the catastrophes of the day. He wanders home, ready to give up, and on the verge of possible financial ruin. As he enters into a Christmas-tree decorated living room, he is thoroughly distracted, disturbed and disoriented. His daughter Janie practices "Hark the Herald Angels Sing" on the family piano. Mary decorates the Christmas tree with the older son. As a fear-stricken George tearfully clutches his son Tommy to his chest and kisses him, he ignores his wife and other children. Mary happens to notice George's private display of emotion, self-absorbed with thoughts of scandal and prison. In an extreme close-up, Mary senses something is wrong, as his little boy decorates his head with tinsel. The tinny-sound of "Hark the Herald Angels Sing" played by his daughter (offscreen) causes George to scream at her in frustration. The family turns toward him, shocked that he has shown such an uncharacteristic cruelty toward them with his tongue-lashing. It is the Christmas season, but he feels no love or the spirit of giving, uninterested in the party being planned for that evening. George sarcastically calls his hectic day "another big red-letter day for the Baileys."

And then George finds that his little girl Zuzu (Karolyn Grimes) is sick with a cold, caught while walking home with her coat unbuttoned so she could protect the rose she had won in school. George feels everything is a burden, blaming his daughter's cold on the old Granville house:

George: This drafty old barn! Might as well be living in a refrigerator! Why did we have to live here in the first place and stay around this measly, crummy old town?
Mary: George, what's wrong?
George: Wrong? Everything's wrong. You call this a happy family? Why do we have to have all these kids?

His son asks for help with his homework: "Dad, how do you spell frankincense?" George unwillingly snaps back: "I don't know. Ask your mother."

George leaves the kitchen and goes upstairs to see Zuzu. Another annoyance occurs to him on the way upstairs - he grabs onto the ball post at the bottom of the stairway railing and it comes off in his hand. With a crazed look on his face, he is ready to heave it away in anger, but he restrains himself and recovers enough to replace it. Mary supplies the spelling for the word for her son in the kitchen: "F - R - A - N - K - I - N ..." and she senses that George is seriously upset.

In a tender but sad scene at sick Zuzu's bedside, Zuzu greets her daddy and shows him the flower she has won. When the petals fall off her flower, she hands them to her father to paste back on. Unable to fix the flower, he turns away and pretends to, but he actually puts the loose rose petals in his pocket. Back downstairs, George shouts into the phone to Mrs. Welch, Zuzu's school teacher, blaming her for Zuzu's illness, calling her stupid, silly, and careless. George also turns on Mr. Welch, and physically threatens him to a fight.

When his son asks for another spelling, this time of "Hallelujah," George angrily complains at his children:

How should I know? What do you think I am, a dictionary? Tommy, stop that, stop it! Janie, haven't you learned that silly tune yet? You play it over and over again. Now stop it! Stop!

George kicks over a table with models, drawings, and architectural blueprints of bridges and buildings that he has been working on and dreaming about - the profession he was forced to abandon. Self-destructively, he throws things wildly about and then turns to see his kids and wife looking at him with tears in their eyes. He catches himself and apologizes to them for his outburst, but he has frightened and scared them with his violent and bizarre behavior. Mary asks: "Why must you torture the children? Why don't you...?" George leaves his home, while Mary calls Uncle Billy, and the children offer prayers for their troubled father.

George turns to the scrooge-like banker Potter for an $8,000 loan, sitting in a low-bottomed chair in front of Potter. Potter taunts him, suggesting embezzlement, misappropriation of funds or womanizing. He pompously tells George:

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.

Potter refuses to help him, mentioning that George, with a $15,000 life insurance policy, is "worth more dead than alive." Potter threatens to call the authorities.

In one of the darkest sections of the film, George wanders out - on Christmas Eve - into the dark night, heading for Martini's Italian restaurant and bar. Seated at the bar, he drinks heavily and utters a prayer for help that is heard up above:

Dear Father, I'm not a praying man, but if you're up there and you can hear me, show me the way. I'm at the end of my rope. Show me the way, oh God.

The bartender Nick (Sheldon Leonard) and Mr. Martini are worried about his heavy drinking: "Why do you drink so much, my friend?...Please go home, Mr. Bailey. This is Christmas Eve." Near him at the bar is Mr. Welch (Stanley Andrews), husband of Zuzu's school teacher. He angrily punches George in the mouth, and explains how his wife cried for an hour after George screamed at her on the phone. In defense of George, Martini throws Mr. Welch out of the bar: "You hit my best friend. Get out!" Sporting a bloody lip, George mumbles cynically: "That's what you get for praying." He interprets the sock in the mouth as the only answer to his prayer. He reaches for his insurance policy in his coat pocket, convinced that his suicide will be the best solution for everyone.

In a memorable scene, George despondently wanders outside into the dark, snowy night and gets in his car. He drunkenly crashes his car into a tree, abandoning it to go on foot. Stumbling into the path of an oncoming truck in the snowstorm, he heads for the river and stands in the middle of the town bridge looking into the icy river. During these hard times, he loses faith in life itself and is on the verge of suicide.

Before he jumps to his death, an odd, elderly stranger (his guardian angel Clarence) hurtles himself into the swirling icy water. He flounders and calls out for help from below, forcing himself to be rescued by George. George instinctively jumps in after him, forgetting for a moment that he had been contemplating killing himself just seconds before. They are both pulled from the water by the tollhouse keeper, who takes them into the tollhouse to dry off. They hang their wet clothes on a line strung in the room, and the stranger also dries off his favorite book, The Adventures of Tom Sawyer.

Wearing funny underwear, the odd fellow claims he purposely jumped in to save George's life. He also claims that suicide is not permitted where he comes from - heaven. George thinks things are in reverse. The stranger calmly explains why he jumped in: "I knew if I were drowning, you would try to save me. And you see, you did. And that's how I saved you." The old man claims to be the answer to George's prayer rather than the bloody lip.

Finally, the guardian angel himself as Clarence Oddbody, AS2 (Angel Second Class). The bridgetender falls from his chair, thinking they are both crazy and rushes outside to escape from their company. George asks why he was sent to save him and berates his heavenly messenger:

Well, you look about like the kind of angel I'd get. Sort of a fallen angel, aren't you? What happened to your wings?

Clarence explains that he doesn't have them yet, but is attempting to earn them.

The apprentice angel reminds George how much he has really accomplished in life, but George isn't convinced. Clarence explains that George's death wouldn't solve any problems but the despondent man wishes that he had never been born at all.

I suppose it'd been better if I'd never been born at all.

Looking heavenward, Clarence checks with his heavenly employers and gets the OK from Angel Joseph. He is permitted to grant George's wish.

You've got your wish: you've never been born.

In an instant, the snow stops, the wind blows the door open, and George ceases to exist. With no cares, worries, and obligations, things change - he can hear out of his bad ear, his lip has stopped bleeding from Mr. Welch's punch, and his clothes are dry. [His freedom also brings greater problems: he has no friends, no family, and no sense of identity.] On their return to Martini's for a drink - where George expects to return to his normal life, George finds that his smashed car is gone. He also learns that the town of Bedford Falls has been renamed Pottersville. These minor changes are a foreshadowing of what George Bailey will see on his fantasy journey with Clarence. He will be shown how badly Bedford Falls has fared and how different life would have been without him and his good deeds.

Martini's has become a smoky, sleazy joint called Nick's Place, owned by a belligerent Nick, the former bartender who doesn't seem to know George. [George is at first confused in the fantasy sequence, not getting the point right away that he doesn't exist.] In the bar, Clarence orders "mulled wine, heavy on the cinnamon and light on the cloves." Nick responds with a clenched fist: "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? Do I have to slip you my lip for a convincer?" When the cash register is opened, and a bell sounds, the apprentice angel tells George the way to know that an angel has earned his wings:

Every time you hear a bell ring, it means that some angel's just got his wings.

With a child-like and naive nature, Clarence is unafraid to discuss angels with disbelieving Nick and others in the bar: "Why, don't they believe in angels?" Embarrassed by his slightly daffy companion, George tells Nick: "He never grew up." Clarence divulges his age: "Two hundred and ninety three, uhh, next May." Thought to be "two pixies," they are about to be thrown out of the bar when druggist Mr. Gower comes stumbling in. Nick identifies Gower as a "panhandler." Gower is terrified by George's show of familiarity for him. George is told that the booze-soaked, "rum-head" drunkard spent twenty years in jail for mixing a fatal prescription and poisoning a kid.

In the snow outside the bar, George finds out for himself that he has no identity, no papers, no cards, no driver's license, no 4F card and no insurance policy. And Zuzu's flower petals are gone too, but he has been offered a unique chance: "You've been given a great gift, George. A chance to see what the world would be like without you."

In a garish, noisy, Las Vegas-style Bedford Falls without George, in one of the most frightening dream sequences ever filmed, George is given a nightmarish, perverted image of life without him, as he views all the changes in the characters and familiar landmarks of his life:

• Mr. Gower, the druggist, would have been sent to prison, where he would become an alcoholic bum suffering from DTs (the tragedy of a poisoned prescription-delivery would not have been averted without George's intervention and the boy would have died)
• Potter would run everything and life would be very different - dismal, merchandized capitalism at its worst. The peaceful small-town of Bedford Falls would become the garish Babylon of Pottersville, filled with bars (note the Blue Moon Bar and Cafe and George's earlier promise to lasso the moon for Mary), pool halls, midnight dance clubs, pawn shops, burlesque houses, girlie peep shows, with prostitutes and drunks roaming the streets. (George is seen in front of the flashing light of the "Indian Club" sign.)
• the Building and Loan would be gone replaced by a jitterbug dance hall
• Violet would become a cheap, gaudily made-up floozy who sells her body and is arrested by police in front of a dime-a-dance hall
• Bailey Park would not exist
• George's best friends, Bert and Ernie, wouldn't recognize him, replacing friendliness with suspicion and hostility, attempting to arrest him
• the old Granville house at 320 Sycamore would be as it was before he and Mary moved in - empty and haunted, deserted for twenty years and becoming a dilapidated, cheerless mansion
• George would have no children, because he himself was never born
• George's mother would be the proprietress of Ma Bailey's Boarding House, subsisting on a meager income, with a weary, unhappy, hardened, frightened and suspicious look at George
• Uncle Billy, who attempted to run the building and loan after the death of Mr. Bailey, would go insane when it collapsed, and become institutionalized in an insane asylum

As George stumbles down the steps of Ma Bailey's Boarding House after his mother has shut him out, his confused, desperate and horrified face is viewed in a tremendous close-up. Clarence wisely shows George how much his life has mattered, and he begins to understand the differences his absence made in others and himself:

Strange, isn't it? Each man's life touches so many other lives, and when he isn't around he leaves an awful hole, doesn't he?

When George attempts to locate Bailey Park, he finds a cemetery where Bailey Park once stood. Clarence clarifies why there aren't any houses: "You weren't here to build them." There in the graveyard in a harrowing scene, he finds his brother Harry's grave and tombstone (1911-1919). He would have died in the childhood sledding accident ("at the age of nine" according to Clarence) because George wasn't there to save him. And Harry would have never grown up to be a war hero, saving all the lives of the men on the naval transport: "Every man on that transport died. Harry wasn't there to save them because you weren't there to save Harry."

You see, George, you've really had a wonderful life. Don't you see what a mistake it would be to throw it away?

Slowly, George realizes that Clarence is right. But he feels that if he can just find Mary, things will be back to normal. Mary is discovered as an old maid librarian, a sad, lonely, frightened and plain widow without a spring or joyfulness in her step. Her hair is tied back tightly, and she wears unsightly spectacles. George approaches toward her as she closes up the library, pleading and begging Mary to help him, but she doesn't recognize him and screams to get away from him. In a panic, she runs from George when he accosts her. Bert comes to her defense, but is knocked to the ground. His fears deepened, George flees from the center of town, with gunshots ringing in his ears.

At the bridge where he jumped in, George pleads with his angel to end the vision and go back - to take back the wish that he'd never been born. He realizes the consequences of having never existed and begs to be restored to life, to a sense of belonging to everything and communicating with those around him. He prays for the chance to rejoin the living, to reclaim his social identity, his home, his family, and his life, accepting it for what it is rather than worrying about what it is not:

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 want to live again! I want to live again. I want to live again. Please, God, let me live again.

Suddenly his life returns: the wind dies down, and a gentle snow falls. Bert's police car turns onto the bridge. To the first person he encounters when restored to life, George asks an important identity question: "Bert, do ya know me?" Euphorically, life is back to normal. Bert demands to know where he has been, since the whole town has been looking for him. George gleefully cackles:

My mouth's bleeding, Bert! My mouth's bleed... (He reaches in his pocket) - Zuzu's petals! Zuzu's...There they are! Bert! What do you know about that! Merry Christmas!

His mouth is bleeding again, and Zuzu's petals are in his pocket! Joyous, he calls out Mary's name, welcomes his ramshackle car (still smashed into the tree) with a door that doesn't open and close properly. He races back through town ("Yea! Hello Bedford Falls!") enthusiastically and ecstatically greeting every familiar face he sees and shouting out: "Merry Christmas." In his second run through town, he is equally hysterical - but now overjoyed. He even shouts at the buildings he recognizes - the Bijou movie theater and its marquee [ironically for the sentimental movie The Bells of St. Mary's, echoing the theme of bells at the end of the film], the Emporium, and the Bailey Bros. Building and Loan. He even wishes Potter a "Merry Christmas" through the window of Potter's office.

Returning home, George bursts through his front door and finds the bank examiner and local sheriff. He greets them with a smile, assuming they are there to punish him for bankruptcy and serve him with a warrant for his arrest. He is delighted at the prospect: "Isn't it wonderful - I'm going to jail!" He happily leaps up the stairs, accidentally yanking out, kissing and carefully replacing the railing post ball on the stairpost - for the third time. He chuckles to himself. At the top of the stairs, he blissfully embraces his children. Mary enters the house and runs into his arms on the stairs. He kisses her on the face again and again, asking: "Let me touch you. Are you real?" Dragging him downstairs to stand in front of the Christmas tree, she tells him: "It's a miracle." Mary has brought his faithful friends, relatives, depositors and citizens of Bedford Falls to their home. They have all rallied with good will and Christmas spirit to support him and save him from going to jail.

Almost everyone in Bedford Falls who was positively affected by his presence is there - Mr. Martini, Mr. Gower, Violet, Annie the cook, and all the people who participated in the bank run. Incredulous, George silently says the name of each one as they come forward, relieved and thankful that they're alive to him. Proving their faith in him for the life he had given them, the townspeople collect gifts of enough money from their private reserves and put them in a large basket. The money amounts to thousands of dollars - enough to save his business from Potter's control. Billy excitedly pours out the donations onto the table. The man who had demanded all his money back during the bank scare comments: "What is this, uh, another run on the bank?" and then promptly puts his money down on the table.

A wire from London arrives from financially successful Sam Wainwright, offering an advance of $25,000 if George needs it for financial solvency - it includes greetings of "Hee Haw and Merry Christmas." Janie plays "Hark the Herald Angels Sing" on the piano, and everyone joins in singing. Even the bank examiner contributes to the bulging pile of cash, and the sheriff tears up his arrest warrant. Flying through a snow storm, Harry arrives and offers a toast to George and the group, recognizing the real treasure of friends that George has (and wryly commenting on the money in the basket): "A toast...to my big brother, George. The richest man in town." The voices of people burst into communal song - Auld Lang Syne fills the air.

In a touching ending and the film's most famous scene, while holding his daughter Zuzu in his arms, George glances down at the pile of money. His eye catches what is buried on the pile - Clarence's copy of Tom Sawyer left for him as a gift. Zuzu opens it and they find an inscription written in it:

Dear George, Remember no man is a failure who has friends. Thanks for the wings! Love Clarence.

People who have real friends know the best there is in life, rather than reaching for rewards and yearnings elsewhere - real riches can be found in the treasures nearby. Mary looks up at George and inquires:

Mary: What's that?
George: That's a Christmas present from a very dear friend of mine.

Suddenly, a little bell on the Christmas tree begins to tinkle as it sways back and forth. Zuzu points to the bell, dutifully reciting what her teacher told her about the significance of a ringing bell:

Zuzu: Look, Daddy. Teacher says, every time a bell rings, an angel gets his wings.
George (grinning): That's right, that's right. (He congratulates Clarence, looking upward and giving a wink.) Attaboy, Clarence.

Only George realizes the full significance of the bell ringing - it rings for Clarence who has earned his wings by succeeding with a tough assignment - and also for George's awakening of consciousness through divine intervention in his experiences, enabling him to be freed from the confines of earthly pressures. He has found his own rewards and gifts - life, redemption, and freedom. The swelling sounds of Auld Lang Syne build to a crescendo in an affirmation of life. [The film originally ended with 'Ode to Joy.']

[Note: Scrooge-like, covetous banker Potter, despite reprehensibly stealing money from the Bailey Building and Loan and helping to cause George's suicide attempt, remained unpunished and unrepentant -- something unusual for the average Hollywood movie at the time. The inclusion of this cliche would have diluted the message of the movie - that one man's life touched everyone else's. It would also have weakened the sentimental ending as the community of characters celebrated despite Potter's successful, unpunished chicanery and spiritual bankruptcy.]