Study Guide

It's a Wonderful Life Cast

  • George Bailey (Jimmy Stewart)

    A Man With a Plan

    Small-town boy George Bailey has got big plans.

    He wants to go to college, travel the world, design cities—be a regular Renaissance man, like Leonardo da Vinci or, uh, James Franco. But dreams die hard in Bedford Falls, and he has to reckon with a humbler existence. Which, this being a Frank Capra film, fortunately turns out to be pretty "wonderful" after all. George is the prototypical Capra hero: the decent, ordinary man who stands up for the little guy against the corruption of the wealthy and powerful.

    When we first hear about George, we learn from a couple of angels that he's thinking of killing himself. On Christmas Eve, no less. The dude is desperate. Why? The angels explain: he's "discouraged." We'd call that a major existential understatement. We guess angels always hang on to a little hope. They choose an apprentice angel, Clarence, to go down to Earth to try to rescue George.

    Before he goes, they fill him (and us) in on George's life up to now.

    The Dreamer

    Little George Bailey thinks big. Industrious kid that he is, he takes a job in a drugstore after school even though his buddies tease him about being a "slave." He needs the money—he's got big plans. He tells little Mary over the soda fountain counter:

    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!

    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. […] 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.

    George never loses that restless ambition. After graduating from high school and working for his father for four years, he gets ready to travel the world that summer before heading off to college:

    GEORGE: 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.

    The dream gets delayed as George has to take over the family business when his younger bro gets a great job offer out of town. But, when he marries Mary Hatch, he plans a whirlwind honeymoon—the trip he's been waiting for all his life, even if it doesn't include Fiji and Rome. We can see his dreams have been scaled back a bit, but he still can't wait to get out of town:

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

    By setting up George as a guy with big dreams, we can better understand how hard it is for him to see the value in his decent, ordinary life in Bedford Falls. Because he had such high hopes, he sees himself as a failure when even his ordinary life starts to unravel; his unrealistic expectations inevitably lead to disappointment.

    Womp.

    Who's a Good Boy?

    From the get-go, we see that George is a selfless, good guy who started out as an energetic, good kid. Young George saves his younger brother, Harry, from drowning in a freezing-cold pond while out sledding, getting pneumonia and damaging his own hearing in the process. He doesn't hesitate for a second to jump in after his little bro.

    One day, George notices that his boss at the drugstore where he works, Mr. Gower, has accidentally written the wrong prescription for a sick kid—poison instead of medicine. Gower is distraught over news of the death of his own son, and he's drinking and not paying attention to what he's doing.

    George doesn't know what to do about the deadly mix-up, so he stops in to ask his banker father for advice. His dad is in the middle of an argument with Mr. Potter, a greedy guy who owns half the town. Potter is ridiculing Peter Bailey for being a bleeding heart and lending money to all of the poor people in town. George jumps to his dad's defense and tells Potter off.

    George decides on his own that he can't deliver that killer prescription, so he goes back to the drugstore. Gower hits George on the ear when he sees George returning the medicine, but he apologizes and cries when the kid explains what almost happened. George prevented certain disaster.

    These early scenes clue us in to what kind of man George will grow up to be: considerate, selfless, and protective. Lots of energy, lots of friends, all-around good guy. So, why is he about to throw himself off a bridge on Christmas Eve?

    Doing the Right Thing

    After working for his dad for four years, George is ready to roll. He's going to go to college, travel the world, build skyscrapers, and design cities. Shmoop is exhausted just thinking about it. His father asks him to reconsider and stay home to run the business.

    GEORGE: I—I couldn't face being cooped up for the rest of my life in a shabby little office ... I'd go crazy. I—I want to do something big, something important. [...] I just feel like if I didn't get away, I'd bust.

    His father thinks that the shabby little office has helped a lot of people get homes; isn't that important, too? But, being a good dad (like father, like son), he understands George's ambitions. George doesn't get to do any of it. His father dies suddenly, and George has to stick around to clear up his father's business affairs. Mr. Potter wants to close the bank because George's father was a terrible businessman, loaning money to people who couldn't pay it back. George stands up to him again:

    GEORGE: 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, he died a much richer man than you'll ever be.

    This is a quintessential Capra moment, btw. Potter, of course, thinks it's all "sentimental hogwash."

    (Deep thought: maybe that's Capra satirizing what some critics think about his films. How meta.)

    George convinces the investors to keep the bank open. The kicker? The only way they'll stay on is if George takes over the reins. He doesn't want to do it; he's been waiting for his chance to get out:

    GEORGE: I'm leaving. I'm leaving right now. I'm going to school. This is my last chance.

    It's painful to watch George struggle with his feelings about leaving vs. duty.

    CLARENCE: I know, I know. He didn't go.

    George doesn't go. He gives his college savings money to Harry, who promises to take over the business when he graduates and give George his freedom. But, Harry gets a great job offer from his new father-in-law, and George can't let him turn it down. You can see the look on George's face as he sees his dreams fading once again. Stuck in Bedford Falls. His consolation prize is Mary Hatch, who's been carrying a torch for him since those soda fountain days. George falls hard for her and marries her—the only upside to staying in town.

    Like his father, George continues helping people in the town buy their own houses. Underneath, though, his discontent is simmering. He's managing to prevent Mr. Potter from buying up the whole town and exploiting its citizens, but at the same time, he feels like he hasn't lived up to his full potential. He and Mary even have to give up their honeymoon money in order to help keep the Building and Loan afloat during a run on the bank that would've resulted in Potter taking over the business.

    George does right by Bedford Falls by keeping his business afloat:

    GEORGE: This town needs this crummy one-horse institution if for no other reason than to keep people from crawling to Potter.

    Will this good guy ever get what he deserves?

    A Losing Battle?

    George spends much of his adult life trying to stand up to Potter, who's the total opposite of George. George seems to have the moral high ground, that's for sure:

    GEORGE: 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 anybody else can say anything against his character because his whole life was ... Why, in the 25 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?

    But, Potter plants seeds of doubt. He offers George a job at an impossibly high salary, more than George ever dreamed of making. The Building and Loan has always been a threat to Potter's business aspirations, which seem to involve taking over the whole town. When he sees that George can't be bought (although he's sure tempted), he ups the ante, appealing to George's dreams of accomplishing big things. After Billy "loses" the Building and Loan's deposit money (i.e., Potter pocketing it), Potter moves in for the kill and threatens to frame George for misappropriating his customers' funds.

    This is when George's doubts and disappointments come flooding in. All of his struggles to keep the business afloat, his desperate efforts to provide for his family, the trust of his customers—all of this seems to be crashing down around him. He begins to lose faith in everything he's believed in, everything that has kept him going. He turns to the only thing he thinks might save him. He prays to God for help.

    Somebody up there likes George Bailey.

    Heaven Is Really on Earth

    God sends out an APB to the angels that there's a guy on Earth who needs help ASAP. The senior angels dispatch an angel, second-class, to try to save him and show him that there's a lot to live for. Clarence, the angel, jumps into the river before George can. He's seen the "movie" of George's life, including George jumping into the water to save Harry, and he knows George will jump in to rescue him, too. When George tells him it would have been better if he'd never been born, Clarence grants the wish. Then, he takes him on a tour of what things would be like without him.

    It's quite an epiphany for George. Realizing that his life really has touched so many people, he returns to the land of the living practically jumping with joy. Yep. This is one feel-good moment that just can't be beat.

    Daniel Sullivan has pointed out that the movie is shot through with George's conflict between escapist fantasy and rootedness, between dreams and duty, between exotic places and everyday domestic happiness. In spite of his grandiose dreams, George lands in the everyday real world and finds that's where he's happiest. He's still idealistic, but he is grown-up and grounded now, knowing that what really matters are friends, family, faith, and community.

    It is a wonderful life, after all.

  • Mary Hatch (Donna Reed)

    A Crush

    Mary Hatch is the prettiest girl in town. And she lo-o-o-ves George Bailey.

    Smart as a whip, with a sassy personality and a great sense of humor, Mary is the realist to George's romantic. She raises his family and keeps his feet on the ground. She doesn't need to travel the world; all she wants is her home with George.

    Mary had it bad for George even as a kid. While visiting him at the drugstore, she whispers in his bad ear:

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

    But, Mary never dreams of far-off places. She doesn't even like coconuts. George can't believe it. To him, they represent everything exotic. Anyway, she's just a kid to him, and he doesn't give her much notice until he's older and Mary's brother pesters George at a school dance about dancing with Mary. She happily ditches her date to be with him. After the dance, George starts falling for Mary like she fell for him long ago. The budding romance is interrupted by news of George's father's death.

    Mary goes off to college and works in New York for a while, but the next time we meet her, she's come back to Bedford Falls and lives with her family. She's still got a thing for George, and his mother knows it:

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

    To stop his mother from bugging him about it, he wanders hesitantly over to Mary's house. He hasn't seen her in a while. Besides, she's been dating budding plastics entrepreneur Sam Wainwright. George just can't understand what brought her back to Bedford Falls:

    GEORGE: [...] 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: Homesick? For Bedford Falls?

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

    We're guessing George is part of that "everything." Mary tries to rekindle old memories by playing "Buffalo Gals" on the record player. That's the song they were singing four years earlier on that romantic night. (And, FYI, a record player was how young people listened to music in the days before Spotify. Or with CD players or tape players. You probably don't know anyone who owns one.)

    George is oblivious to Mary's romantic hints. Mary wants George, and she goes for it just like she did four years ago. He just won't admit his feelings to her, and she eventually throws him out and smashes the "Buffalo Gals" record. Seems she waited four years for nothing.

    But, wait—George forgets his hat and comes back into the house just as Mary gets a call from her beau, Sam. After a scene right out of the screwball comedy playbook, they fall into a passionate embrace, and everything's alright with the world.

    Best. Wife. Ever.

    George once promised Mary the moon, and he plans to make good on that promise with a swell honeymoon trip to Bermuda. On their way to the train, they pass by the Building and Loan, which is swarmed with people trying to get in the door. George jumps out to see what the problem is—it's a run on the bank. Potter has called back their loans, and the folks want to withdraw their money.

    Mary begs him not to go, but once she finds out what's happened, she takes out their honeymoon cash and helps distribute it to the panicked customers. George Bailey has met his match; he married a woman as decent as he is.

    It just gets better from there. Knowing how bad he must feel about not being able to take her on a honeymoon, she's on a one-woman mission to show him that a fancy life is not what she's about. Mary has secretly bought the house she and George wished on the night of their first date. She hangs up some French travel posters, throws a checkered tablecloth on some boxes, and voilà—instant European honeymoon. George walks in:

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

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

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

    Mary supports her guy every step of the way. When Sam Wainwright shows up in his fancy car with his wife dripping in furs and jewels, she just says, "Oh, who cares?" George can't believe she married him:

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

    MARY: To keep from being an old maid.

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

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

    That's how she breaks the news to George that they're expecting. Angel Joseph tells Clarence that more babies arrived:

    JOSEPH'S VOICE: Mary had her baby, a boy. Then, she had another one—a girl. Day after day, she worked away remaking the old Granville house into a home.

    This is what Mary's about—making a home for George and the family, and being a loving mother and wife. It's all she's ever wanted. She doesn't care about not being rich or living in an old, dilapidated house. She's too busy serving her family and her community. But, her biggest challenge is still ahead.

    Cool in a Crisis

    Mary knows something's up when George comes home irritable and upset that fateful Christmas Eve. She tries to find out what's bugging him, but he's too agitated. She's not having much luck calming him down; meanwhile, she's trying to manage four kids and a Christmas tree. When George trashes part of the living room and storms out, she tells the kids to pray hard for their daddy.

    She doesn't just rely on God to fix things, though. She's too practical. She telephones Uncle Billy right away to find out what happened. While George is having his spiritual suicidal crisis and getting his life review from Clarence, Mary works behind the scenes. By the time George returns home, she's canvassed the neighborhood asking people to pitch in to save the Building and Loan from bankruptcy and rescue George from Potter's evil clutches. After a lot of relieved and happy expressions of "oh, Mary!" and "oh, George!", Uncle Billy tells George:

    UNCLE BILLY: (emotionally) Mary did it, George! Mary did it! She told a few people you were in trouble, and they scattered all over town collecting money. They didn't ask any questions—just said, "If George is in trouble—count on me." You never saw anything like it.

    Mary's calm practicality comes through for George in his time of need.

    Grounded

    Mary has been the realist to George's idealist; she represents home and rootedness versus his romantic dreams of escape. Mary always knew what she wanted: a family and a home in Bedford Falls with George Bailey. It took George a while to get there.

    When the crisis comes, she handles it differently from George. She doesn't lose her faith, run away from her family and friends, or lose hope. She's always known that her happiness lies with her family and her community, and she turns to them for help when things get scary. She's never doubted that it's a wonderful life.

    Perfect wife and perfect mother. Is Mary too good to be true? Maybe. But that last scene, when the family is in a giant group hug after George is brought back from the brink—well, that's pure joy … made possible by Mary's devotion to the guy she's loved since second grade.

  • Clarence (Angel) (Henry Travers)

    I Got No Wings

    George really lucks out in the guardian angel assignment lottery. He doesn't get saddled with some punk angel like John Travolta's Michael. Clarence Odbody ends up being George's personal savior, even though it's his first big job. Clarence was a clockmaker when he was alive 293 years ago.

    Clarence gets called to the job by two senior angels who've heard about George's predicament. They bring him up to speed on George's life by watching a film by Frank Capra called It's a Wonderful Life.

    Clarence hasn't yet earned his wings, but if he can help save George Bailey's life and restore his faith in himself, he might get them. Right now, he's still an "AS-2" or "Angel, Second-Class." The senior angels say that he has the "I.Q. of a rabbit" but "the faith of child—simple."

    But, our George needs first-class help.

    Slap on the Wings Already

    On Earth, Clarence appears as a comical elderly man who seems a little bumbling and odd—not some sort of imposing, sword-wielding angel. As George says, "You look like about the kind of an angel I'd get." But, Clarence's methods prove pretty effective for a novice. He prevents George from killing himself by falling into the river himself. He's learned enough about George that he knows he'll jump in after him to save him. (He saw George do the same for Harry when he was young.)

    CLARENCE: I had to act quickly; that's why I jumped in. I knew if I were drowning, you'd try to save me. And you see, you did, and that's how I saved you.

    As they chat afterward in a watchman's hut, Clarence explains that he's an angel, second-class, sent to save him. George is understandably skeptical, and a watchman overhearing them falls off his chair and splits. George tells Clarence that he wishes he was never born. That's when Clarence has a brainstorm. He says:

    CLARENCE: Oh, you mustn't say things like that. You ... wait a minute. Wait a minute. That's an idea. (glances up toward heaven) What do you think? Yeah, that'll do it. All right. You've got your wish. You've never been born.

    Clarence shows George what the world would be like if he'd never existed. They revisit the important people and places in his life, whose lives are the worse for not having George in them. He shows George that his life really does matter and that he's not a failure; that friends and family, not money, are what are important; that he's made a difference in the world:

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

    Clarence's goal as a character is entirely focused on helping George. He embodies a simple, heavenly wisdom and love. In the film's last scene, as George joyfully returns to his family, he finds this note from Clarence:

    CLARENCE: Dear George, remember, no man is a failure who has friends. Thanks for the wings. Love, Clarence.

    George knew this all along, but it's good to have some divine encouragement from time to time. We think Clarence is first class.

  • Mr. Potter (Lionel Barrymore)

    Bad to the Bone

    "Hard and sharp as flint, from which no steel had ever struck out generous fire; secret, and self-contained, and solitary as an oyster."

    That's the best description we've read of Henry F. Potter.

    Except it's not Potter. It's Ebenezer Scrooge, that greedy villain of Charles Dickens' A Christmas Carol. Clearly, Philip Van Doren Stern, who wrote the story on which the movie is based, intended the comparison.

    Henry Potter is Ebenezer Scrooge on steroids. He's a mean, old rich guy who wants to take over Bedford Falls. He made his fortune in real estate at the expense of the townspeople. As greedy movie villains go, he's kind of Gordon Gekko meets Cruella de Vil. Just check out that scowl. The American Film Institute ranked him #6 on their list of great movie villains, just behind Nurse Ratched and the Wicked Witch of the West. That's some seriously villainous company.

    (Fun fact: Lionel Barrymore, the legendary actor who played Potter, was a very famous Scrooge in several radio productions. Some people thought that's why he got the part. [Source])

    Potter is a slumlord who owns a bunch of rental properties in a neighborhood folks like to call Potter's Field. ("Potter's field" is a phrase meaning a city's burial place for people who die alone and penniless. It's an apt name for this depressing neighborhood.)

    Potter is on the board of directors for Bailey Building and Loan, and he wants it gone. It's the one thing in town he can't control, and he's all about control. He's never understood a business that exists for the purpose of helping people rather than enriching the owner. He spars constantly with George's father, Peter, and after Pa Bailey's death, he lets George know what he thinks of his lending money so poor people can own their own homes:

    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.

    Does this guy have no redeeming qualities whatsoever? He probably tortures cats.

    Potter insists he's taking a practical, businessman's attitude toward the Building and Loan, but he's really just being callous. He's completely blind to the human dimension of the business. Which makes us notice: he's got no family and no friends. He has his business toadies, but that's it. He's feared, despised, and isolated with his money. No wonder George told him that Pa Bailey died a "richer" man that Potter will ever be.

    Potter's last and worst act is to steal the money from George's bank deposits and call the authorities, insinuating that George has taken the money and used it for himself. He goes in for the kill, not just wanting to dissolve the Building and Loan, but to take George down with it:

    POTTER: Look at you. You used to be so cocky! You were going to go out and conquer the world! You once called me a warped, frustrated old man. What are you but a warped, frustrated young man? A miserable little clerk crawling in here on your hands and knees and begging for help. No securities—no stocks—no bonds—nothing but a miserable little $500 equity in a life insurance policy. 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 ...

    That is just about the worst thing we've ever heard.

    No Remorse

    Even though the townspeople raise money and bail George out, Potter is never caught or arrested. He has to live with the knowledge that the Building and Loan, and George Bailey, stood up to him and prevailed. He's still alone. We guess that has to be punishment enough.

    The character of Henry Potter was the reason the FBI thought this movie was suspiciously Communist-tinged. He's written as a greedy, money-mad robber baron and slumlord, which the Feds thought was anti-capitalist and therefore anti-American. At the same time, though, you could see It's a Wonderful Life as anti-Communist. It argues that the individual matters in a big way. That's as American as apple pie. Potter is simply a lousy example of an individual.

    In a perfect world, Potter would get his comeuppance. In fact, the movie production code at the time, the Hays Code, contained a requirement that criminal wrongdoing in movies must never be depicted as going unpunished unless criminals are shown to repent. Potter is unrepentant to the end, and that somehow got past the censors. But thanks to SNL, we see what really happens to Potter in the previously undiscovered "lost ending" of It's a Wonderful Life.

  • Uncle Billy (Thomas Mitchell)

    Uncle Billy is everybody's weird uncle. Weird in a positive, absentminded way, not weird in a "we suspect him of plotting against the government" way. He's an amusing eccentric—a likable character but a bad businessman. His main weakness is that he's totally forgetful. He needs to keep strings tied to his fingers to help him remember certain things he's supposed to do. Not a great trait, considering that he's George's co-partner in running the Building and Loan (which Billy founded with George's dad). Also, on the likable/lovable side of the score, he's apparently an animal lover; he has a pet crow and a pet squirrel.

    Billy sparks the main crisis of the movie when he misplaces $8,000. This almost ruins the Building and Loan and makes George seriously contemplate suicide. OTOH, you could argue that, without Uncle Billy's screw-up, George never would have had his epiphany about how wonderful his life is. Uncle Billy's role in the movie is to help him reach that point.

    When George sees what the world would be like if he'd never been born, he discovers that Uncle Billy would've wound up in an insane asylum, having lost the Building and Loan to Mr. Potter. This implies that, if the Potter-type people were in control, the lovable eccentrics like Uncle Billy would all be doomed. They require a protector and defender, someone compassionate to look out for them.

  • Peter Bailey (Samuel S. Hinds)

    Pa Bailey is a living incarnation of the old-timey "Father knows best" maxim.

    As George Bailey's dad, he's an honest man who founded the Bailey Brothers Building and Loan with Uncle Billy in order to help the people of Bedford Falls buy their own affordable houses. This ends up acting as a bulwark against the greedy designs of Mr. Potter, who wants to control all of the businesses in town.

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

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

    POTTER: Then, foreclose!

    PA BAILEY: I can't do that. These families have children. [...]

    POTTER: They're not my children.

    PA BAILEY: But they're somebody's children.

    Pa is a compassionate guy. He knows what's up with Potter:

    PA BAILEY: 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.

    Although Pa Bailey wants George to go to college and travel the world, he'd like him to run the business after he graduates. George doesn't recognize how important the Building and Loan is to the town. He accidentally lets this slip, saying, "I couldn't face being cooped up for the rest of my life in a shabby little office … I want to do something big and something important."

    Pa Bailey responds by saying:

    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.

    Shortly after this Capra-esque conversation, Pa has a stroke and dies. It will take George Bailey the rest of the movie to grow into his father's shoes, but the old man taught him well.

  • Harry Bailey (Todd Karns)

    Harry Bailey is handsome, athletic, popular, and lucky. He might be a college grad and war hero, but he owes lots of that to his brother, George. As a kid, Harry accidentally crashes into an icy pond while out sledding. George rescues him. George gives Harry his college savings when George is forced to stay at home and run the family business.

    George assumes that Harry will end up taking over the Building and Loan when he graduates, but instead, Harry gets married and has a great job opportunity with his father-in-law in another city. He's reluctant to take it because he knows he owes George big time:

    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.

    Deeply disappointed, George is still supportive and insists that Harry pursue his dreams.

    George can't serve in the war because he lost his hearing in one ear saving Harry on that winter day. He stays in Bedford Falls, helping on the home front and acting as an air-raid warden. Harry flies a fighter plane for the Navy and shoots down 15 enemy planes, including two that were about to crash into a transport boat full of soldiers. He wins the Congressional Medal of Honor. Of course, none of this would've been possible if George hadn't rescued Harry when he fell through the ice. Clarence shows George that.

    Harry has been the protected little brother throughout the film. He idolizes George; he knows he owes his life to him. He knows how much George has sacrificed. At the end of the movie, Harry toasts his big bro:

    HARRY: To my big brother, George, the richest man in town!

    Like George, Harry knows what's really important.

  • Ma Bailey (Beulah Bondi)

    We don't get to learn much about George and Harry's mother except that she's one of the people who prays for George on the night of his crisis. Her finest moment is when she helps George realize that Mary Hatch is in love with him:

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

    GEORGE: Sure—Sam Wainwright.

    MA BAILEY: Hmm?

    GEORGE: Yes. Sam's crazy about Mary.

    MA BAILEY: Well, she's not crazy about him.

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

    MA BAILEY: No.

    GEORGE: Well, then, how do you know?

    MA BAILEY: Well, I've got eyes, haven't I? Why, she lights up like a firefly whenever you're around. [...] And besides, Sam Wainwright's away in New York, and you're here in Bedford Falls.

    Sly one, that Ma.

    When Clarence is giving George his life tour, we see what would have happened to Mrs. Bailey if George had never been born. It's not pretty. Grieving the loss of her son (who died since George wasn't around to rescue him) and husband, she's a bitter, sad woman running a boarding house. Thanks to George, her life is totally different.

  • Zuzu Bailey (Karolyn Grimes)

    Zuzu Bailey is George's 6-year-old daughter. We don't see much of the kids in the movie, but one scene with Zuzu shows us how much she loves and depends on him. Sick in bed, she's sad about a flower that has lost its petals.

    ZUZU: Look, Daddy ... paste it.

    GEORGE: Yeah, all right. Now, I'll paste this together. (George pretends to fix it but just puts the fallen petals in his jacket pocket.)

    GEORGE: There it is, good as new.

    ZUZU: Give the flower a drink.

    It's a poignant moment. George is at the end of his rope, but he takes the time to comfort his daughter. She's got total faith that her daddy can fix anything, even though he's not feeling he can fix himself. In George's angel-guided life tour, there are no petals in his pocket. When they reappear, it's the first sign that George knows he's been restored to his life and family.

    Zuzu gets one of the classic lines at the end of the movie. When a bell rings on the Christmas tree, she says to her father:

    ZUZU: Look, Daddy. Teacher says every time a bell rings, an angel gets his wings.

    Zuzu is just plain adorable.

  • George's Other Children (Larry Simms, Carol Coomes, Jimmy Hawkins)

    (Psst. Head on over to "Zuzu Bailey" for the deets on her.)

    Pete Bailey

    Pete Bailey is George's 9-year-old son, named for his grandpa. He's a typical kid who loves his dad and peppers him with questions on Christmas Eve—like, "How do you spell 'frankincense'?" and "How do you spell 'hallelujah.'" Like all of the kids, Pete prays for George in his time of trouble.

    Janie Bailey

    Janie, George's 8-year-old daughter, gets on his nerves on Christmas Eve by playing the same carol on the piano over and over again. After he storms out, she prays for him, hoping he'll be okay. And that's really all there is to say about Janie.

    Tommy Bailey

    Tommy is George and Mary's youngest kid, a 3-year-old. When George is experiencing his crisis, he holds Tommy and weeps.

  • Minor Characters

    Angel Joseph and Senior Angel Franklin

    These guys are working some serious overtime. Joseph and the Senior Angel—who is called Franklin in the screenplay, though this name is never actually spoken in the movie—are the two angels who hear George's despair and dispatch Clarence to save him in his moment of crisis. They appear in the form of glowing galaxies in the depths of space.

    Joseph narrates George's story via voice-over, instructing Clarence on how he should proceed in helping him. They also continue to provide support to Clarence after he ventures down to Earth.

    Fun factual coincidence: the actor playing the Senior Angel is Moroni Olsen, whose Mormon parents named him after the angel Moroni.

    Annie

    Annie is an African-American housekeeper who works for the Baileys. She doesn't play a huge role in the movie but gets a few good lines and a comic moment where Harry pretends he's in love with her, much to her irritation.

    Ruth Dakin Bailey

    Ruth is Harry's wife. Harry surprises the family by bringing her with him when he returns from college. Her father also gives Harry a job, preventing him from taking over the Building and Loan and leaving George stuck in Bedford Falls running the business.

    Bert

    Ernie and Bert? (Pure coincidence, according to Jim Henson.) At one point, we learn that Bert was wounded fighting in North Africa during World War II and won the Silver Star.

    Later, when George goes through his world-without-George experience, Bert tries to arrest him for being a crazy troublemaker, even knocking him down and trying to shoot him. (George ends up punching him in return.) In real life, Bert prays for George to escape his desperate state. He makes sure he's OK after crashing into a tree with his car, and he totally supports him, showing up at the end of the movie at the Christmas celebration.

    Ernie Bishop

    Ernie is a local cab driver with a heart of gold. A good friend of George's, he drives George around at different points in the movie—like after he and Mary have been married and when George sees what the world would be like if he'd never been born. Also, thanks to a loan from George's Building and Loan, Ernie is able to afford a house.

    Ernie helps surprise George on his wedding night, pretending to be a butler as George enters his new old house. He and Bert stand in the rain and serenade the newlyweds. Aw.

    In the alternate timeline, in which George has never been born, things are different. Ernie lives in "a shack in Potter's Field," and his wife abandoned him years earlier. He seems distinctly unhappy in this vision of a possible reality. As a beneficiary of the Building and Loan's affordable homes, Ernie represents the everyman that George and his father devote their lives to.

    Violet Bick

    Sultry and seductive, Violet Bick is a young woman who George helps out financially. She used to have a childhood crush on him.

    Apparently, Violet has been involved in too many romantic entanglements in Bedford Falls and needs help starting a new life in New York. Mr. Potter tries to insinuate (falsely) that she and George are having an affair. Earlier in life, she kind of had a thing for George but was turned off when George suggested that they go for a hike on a date.

    Violet appears with Mary in the drugstore scene when they're both children. In his vision of how the world would be if he'd never been born, George discovers that without his help, Violet is getting into trouble and being arrested, dragged into a car by the cops. The scene implies that she's a prostitute.

    When the Building and Loan is threatened with bankruptcy, Violet returns money that George has lent her. She's kind of the hooker-with-a-heart-of-gold type.

    Mr. Carter

    Mr. Carter is the bank examiner, checking on the Bailey Building and Loan's finances to make sure they're in order. He's in the middle of his audit when Uncle Billy loses $8,000.

    Freddie

    This is the dude who played Alfalfa in the original Little Rascals. He's a rascal in this movie, too, but his hair doesn't stick up, unfortunately. Freddie takes Mary to a high school dance, only to lose her to George. But, he gets his revenge by hitting the button that opens the floor, causing George and Mary to fall into the swimming pool hidden underneath.

    Mr. Gower

    Mr. Gower runs the drugstore where George works as a boy. Distraught over losing his son Robert to influenza, Gower accidentally puts poison in the prescription bottle for a sick child. George realizes the dangerous mistake and brings the bottle back to the drugstore. Gower boxes him in the ear for dereliction of duty, but he cries and hugs George when he realizes what actually happened.

    Mr. Gower pays for George's luggage as a graduation gift; he's still grateful. In the version of Bedford Falls where George hasn't been born, Gower accidentally does poison the kid and has gone to prison for killing him. He becomes an alcoholic and is treated mercilessly by Nick the bartender.

    Mrs. Hatch

    Mary Hatch's mother appears in a few scenes, but we really don't see much of her. At one point, when George stops by their house, Mrs. Hatch yells down to Mary, asking her what's going on. We think she'd rather Mary stay with wealthy Sam Wainwright than ordinary old George.

    Marty Hatch

    Marty Hatch is Mary's brother and one of George's friends. He helps spark the initial romantic connection between Mary and George by asking George to keep Mary company at a high school dance.

    Mr. and Mrs. Martini

    Martini owns a bar in Bedford Falls. George Bailey gives Mr. and Mrs. Martini a loan to buy a house in town. They're very grateful to George and take pride in being able to buy their own home. In the alternate George-less version of the universe, Martini loses the business. Later on, Martini is one of the people who prays for George.

    Nick

    Talk about a split personality … though, admittedly, in two alternate universes. Nick is the bartender at Martini's place. In reality, he seems like a pretty nice guy, showing concern for George when he stops by during the lowest moment of his life. But, in the world-without-George timeline, he's a miserable jerk.

    He's the one who runs Martini's bar, which is now called "Nick's" instead of "Martini's." He's rude and fairly nasty toward George and Clarence. He also squirts Mr. Gower in the face with seltzer since Gower accidentally poisoned a kid years ago in the George-free universe.

    Mr. Partridge

    Mr. Partridge is the high school principal who supervises the dance where George meets up with Mary and falls in the swimming pool.

    Potter's Aide

    Potter's aide pushes Potter around in his wheelchair and doesn't speak any lines in the whole movie. That was easy.

    Reineman, Potter's Rent Collector

    Reineman tells Potter that he has to keep an eye on George Bailey. He helps fill in the viewer on what's going on, telling Potter that George is beating him out; Bailey Park—a housing development—is becoming more successful than Potter's Field. He warns Potter that someday he, Reineman, might end up begging George Bailey for a job. That doesn't go over well with Potter.

    Cousin Tilly and Cousin Eustace

    Tilly and Eustace are two of George's cousins. They work at the Building and Loan with him, Tilly as a telephone operator and Eustace as a clerk. Their only function seems to be to show us that the B&L is a real family business.

    Sam Wainwright

    Sam is a New York City playboy, rolling in the benjamins. He's also one of George's closest friends from way back. He's kind of a goofball. His signature line: "Hee-haw!" Originally Mary Hatch's boyfriend, he ends up losing her to George—who basically steals her. But since all's fair in love and war, things are quickly patched up.

    At one point, he tells George about his father's plans to build a plastics factory in Rochester, which was inspired by something George told him about making plastics out of soybeans. George suggests building the factory in Bedford Falls instead of Rochester, which Sam's dad ends up doing. (Another thing that wouldn't have happened if George had never been born.)

    Sam goes off to college and makes a fortune in the plastics business. On one visit to Bedford Falls, George looks longingly at Sam's fancy car and the beautiful clothes he's able to buy for his wife. Sam is no Potter, though. At the end of the movie, he helps bail out the Building and Loan by sending George $25,000—way more than he even needed.