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Please help my friend Mary, Lord.

Mary's in trouble, please help her, Lord.

She's a really nice person, help her, Lord.

I wouldn't have anything without her,

please help her.

Mary's been such a good wife to me,

won't you help her?

Dear Lord, my daughter Mary.

Please God, help my mommy.

Help my sister, Mary.

Bless mommy and daddy, and especially mom.

Who has been assigned

to look into these prayers, Teresa?

Oh we're still looking, Joseph,

Christmas Eve is a very busy night,

and this Christmas especially.

There's an entire town praying for one woman,

Teresa, those prayers must be attended.

Now who is available to attend them?

Clara.

Who else?

Just Clara.

This is a delicate task, Teresa,

and in the 200 years Clara has been here,

she has never been trusted

with even the simplest assignment.

Well then all the more reason.

Not only that, she still hasn't earned her wings.

Well that's difficult to do if you've never--

I don't intend to discuss this, Teresa.

Yes, Joseph.

Now who is available to help Mary Bailey

on this most crucial night of her life?

No one.

Then send for Clara.

The angel Clara.

Please don't, don't blow the trumpet

for every announcement.

I'm thrilled and honored.

Not now, Clara.

Oh.

In order to help this woman

for whom everyone in Bedford Falls is praying,

you must know something about her, do you understand?

Oh yes, and I just want to say--

All right then, come, we have a long journey.

Lord God--

God bless my daddy and my mommy.

- And your servant, Mary. - Lord God.

- Your good servant, Mary. - Please help Mary, Lord.

Please shine your light on her now.

Come to her aid in our greatest

- hour of need. - Dear God.

Please bring mommy back.

Dear Lord, my daughter Mary,

she's so full of spirit she probably won't ask for herself.

I ask you to, to, to guide her.

To give her a sign.

Now pay attention, Clara,

I'm going to tell you the story of Mary.

I just want to take this oppoturnity

to tell you how pleased and excited I am

to earn me wings by savin' someone so many people

are prayin' for, oops, op.

You're not to save Mary, you're to guide her.

I meant guide, I just said save.

Now this is Bedford Falls.

Charming, a little dark, but charming.

Oh!

Will I be able to do that after I save Mary

and get me wings?

Clara, you're not to save her.

Guide her, I really do mean guide when I say save.

Because you cannot interfere with events

by saving someone.

Of course not, that's why you have to guide them.

So watch carefully because these are the events

in Mary's life you must know in order to--

Guide her, and earn me wings.

Let's go, George.

Come on

Watch out.

Knock it off.

Punch where you're at.

Now come on, Mary.

That's Mary, Clara, little Mary Bailey.

Oh, she looks so young to be in so much trouble.

She's only 11 here, Clara.

Oh, well then, that's probably why

she looks so young.

I'll beat you next time, Mary.

Come on, Sam.

Come on Sam, you can do it.

Oh no, I got it, Sam.

Ow!

Too bad Sam, all right, come on Harry, you're next.

All right, give him a big push.

- All right, come on Harry. - Come on baby brother,

you can do it, you can beat the mark.

You show 'em Harry, give it to 'em.

Come on Harry, let's go Harry.

He did it, right, Harry did it!

All right!

Beat you by a mile.

Hey!

Harry, Harry!

Harry!

Here, grab ahold, Harry.

We gotta get him out!

Harry, hang in there.

Harder Harry, come on, come on Harry, it's me.

Harry.

Get him out, get him out.

He's out.

- We got him. - He's out.

It was very impressive the way she saved

her little brother, Harry, and I just want to say

how charming I think it all is,

the people, the town, the little girl.

She'll be very easy to save.

Guide, and it's not all that charming, Clara.

Get outta the way, get outta the way, trotters right.

That, for example, is Henry F. Potter,

the richest and of course the meanest man in town.

There's always one who's worse than the others.

Yes, and there's always one who's better,

like Mary's father, Peter Bailey.

Don't go in there.

Uncle Willie, I gotta see my dad.

Potter, I'm just asking for a little time.

Uh, in my business, time is a hand out.

You don't have two nickles to rub together

and call a dime, Bailey.

Stop running the benevolent society for deadbeats.

Deadbeats, hell, without their work and industry,

you'd be flat broke,

- Potter. - Foreclose.

I can't, those people have children.

They're not my children Bailey.

If they can't afford children,

they shouldn't have 'em in the first place.

Foreclose a couple of 'em, that'll raise the 5,000

you owe the bank, teach a few of these deadbeats a lesson.

What makes you so miserable, Potter?

You have no family, and there's no children.

You can't even begin to spend the money you do have.

Ah, I suppose I should give it away,

to failures like you and that idiot brother of yours.

My pop's not a failure.

No, not now, Mary.

You're better than him, all he's got is money!

My pop's not afraid of you,

- everybody knows that! - Yeah, thick old Bailey,

all sentimental.

She's good at it, but I consider that a challenge.

Clara, that's George Hatch,

the boy Mary Bailey has a crush on.

Oh, does he like her too?

Yes, of course, that's why he doesn't look at her

and she doesn't look at him.

Do they spend a lot of time

not lookin' at each other?

No, after school Mary runs errands

for her father at the Bailey Building & Loan.

And George Hatch works for the druggist, Mr. Gower.

Oh yes, there's something you should know

about Mary and Mr. Gower.

Now what did you want?

Some licorice,

but first a cup of phosphate.

What's the matter with him?

His son, the one in college,

was killed last night in an accident.

Hi Mary.

Hi Vi.

Hiya, Georgie.

Uh, what'll it be, Vi?

Well I don't know, George, a fudge sundae maybe.

Or no, strawberry.

I'll get the licorice.

You better worry about my sundae.

Uh, I gotta get this prescription out.

Mr. Gower?

Mary please, go away, I, I, I don't have time for you now.

Mr. Gower.

Mr. Gower.

George, George, stop your lollygagging

and get this over to Jimmy Bishop's right away,

he's got influenza.

Mr. Gower.

Mary, will you please leave--

The medicine's poison.

Huh, poison?

Well it is.

I am going to give you the

- thrashing that you deserve. - Please Mr. Gower,

don't hurt me.

George told me about your son, I know you didn't mean to.

Oh my god.

It wasn't your fault.

I won't tell anybody, ever.

Oh Mary, Mary, I'm sorry.

Did she ever tell anyone?

Not a soul.

Mary's gonna marry Potter.

Nah-uh, she's gonna marry--

Nothing very unusual happened to Mary Bailey

while she was growing up.

She dreamt of going to college.

Going to college, dreamt.

But the family could only afford to send Harry.

Harry, college.

And Mary went on dreaming her dreams--

I wanna write!

And planning her plans.

I'm gonna save all the money I earn

working for my father, and I'm gonna travel,

and I'm gonna go everywhere, see everything.

Well, little Mary Bailey's grown into

quiet a young lady, hasn't she, Joseph?

She's off to see the world, Clara,

tomorrow she's leaving for Paris.

Oh, Uncle Willie.

I'm gonna miss you so much.

It's a farewell present, Mary, go on, open it.

Oh, Mr. Gower.

Oh, Mr. Gower!

Oh, and it's the perfect size.

It's called the traveler.

I'll put stickers on it from everywhere I go.

France here, Italy, Germany, Belgium.

India, maybe you'd meet Kipling.

Uh, China.

Nobody's ever been to China.

Oh well then that settles it, China goes right here.

Oh Mary, it's a big, exciting world out there,

now go get it.

I will, I will.

Dear Lord, we thank you for your bounty.

And please watch over Mary on her voyage.

Thank you for allowing Harry to survive long enough

to graduate from high school.

- That reminds me-- - Amen.

- I'm suppose to pick up-- - Amen.

Amen, I'm suppose to pick up the prize

for the Charleston contest--

- Oh Harry, calm down. - Oh, sit down.

- Mom, I was elected - If you're gonna be

in a contest to do that, you know,

you said I could do it, you should a little

- something to give you energy. - they told me I could,

oh look, mom I'm ruined.

Oh, you aren't ruined.

Oh, you'll survive, my goodness.

Come on into the kitchen, I'll fix you up, quickly.

I better come too.

He is so funny, was I like that when I graduated?

- Save me a wing. - Oh you, you were

a bit rambunctious, you were different though.

You do have a great business sense, Mary.

I don't know if that'll help you as a writer,

but it's exactly what we need.

Well you'll have Harry to help, Pop.

Well Harry, Harry's got a lot of growin' up to do.

Well he's the same age I was when I started.

Well, maybe you were born older.

Pop, I can't stay here.

I know that, honey, and I'm for ya.

You always said we should follow our dreams.

I know that you've tried to make the building and loan

something that would pay--

Well not, not pay Mary, to make it work.

Well it's an idea,

to put their trust in the people next door.

Maybe even hold up their heads

against the Potters of the world, huh?

It is a dream, it's a beautiful one.

It just isn't mine.

I just thought you might give the old building and loan

some consideration, after you've had your fling.

It isn't a fling, Pop, it's my life.

I have something I wanna do, I,

and going to Europe is just a part of it.

I'd just go crazy if I had to spend the rest of my life

cooped up in some shabby little office.

Oh Pop, I'm sorry, I didn't mean that.

This'll always be home to me, you know that.

Yes I do know that.

And you're right, it is shabby.

But it'd be a lot shabbier without you.

Oh Pop, you're probably the best person

I'll ever meet anywhere.

Then why bother to leave?

You know you could hear better Cousin Tillie

if you'd have stayed in the room with us.

- I only understand recipes. - Oh my goodness, Tillie,

why don't you leave it alone.

Go call Harry and Willie, I've got their favorite pie.

- Willie! - Got it Harry, there it is,

- I found a good one. - Oh thanks, Uncle Willie.

I think I have to go away

before I can really understand my family.

Probably so, and vice versa.

Hey Mary, Mary, why don't you come with me?

All your friends are gonna be there,

we can have a farewell party, okay?

Yes, okay, I think that's a terrific idea.

I'll go upstairs and change into something perfect.

Mary Bailey.

Sam, Sam Wainwright, are you back to buy the town?

I don't know, if you come with it.

Are you a millionaire yet?

Oh gee Mary, give a guy a chance,

I just graduated college.

How are ya, Sam?

You're looking at a college grad.

I know Sam, you just told me.

Oh, right.

I'm really happy for you, you look wonderful.

So do you, I'm off to dad's New York office as a trainee.

75 bucks a week.

Oh, that's great.

Wish I could get ya to come.

Uh, oh, um no, I...

Mary?

Yes, sure, what Sam?

Would you like to dance or anything?

Yeah, I'd, I'd love to dance more than anything.

That's swell, uh, you know I just,

I learned this new dance at school.

- Uh-huh. - I wanna teach it to you,

it's the, it's the Charleston.

I think this is a waltz.

Sam, Mary, boy it's just like old home week around here.

Georgie's back and everything.

Where?

Hiya Mary.

Hiya George.

Sam, how was Princeton?

Yale, I'm a graduate, I just graduated.

Oh that's wonderful.

Now I'm goin' to work for my father in New York,

at 75 bucks a week.

Oh that's even more wonderful.

You know I've never even been to New York.

Say, do you Charleston, let's Charleston.

Yes but, but this is a waltz.

Would you like to dance?

I never dance with strangers.

Oh but I'm not a stranger,

I'm your old friend George Hatch.

No, you can't be.

The George Hatch I'm looking for

is about 18 and very restless.

And I came here hoping to find an old friend.

Maybe you've seen her, Mary Bailey?

I never heard of her.

Oh well, she's about 16 and kinda scrawny.

Where was your imagination?

I guess it couldn't have been very good, could it.

Shall we?

You never did have very good timing, George.

Now here's our class

social director, Harry Bailey!

Hear ye, hear ye, the Charleston contest.

A time-honored event in Bedford Falls since last year.

The last couple on the floor wins this cup.

The Charleston, can't you control your own family?

Sam will be beside himself.

I dare you.

Are you scared?

No.

Then do it, come on.

Come on, do it.

Thank you!

I thought you'd be in Oklahoma by now,

building all those towns you used to talk about.

Well I had to get some experience first.

You know, learn what to do, how to do it.

I'm on my way to Oklahoma now though.

Maybe even West Texas.

You know somethin' Mary, I wanna start with nothing

and make something out of it.

A frontier, space, I wanna build there.

Somethin' outta my own head,

somethin' I can reach out and touch.

Oh George, I know exactly what you mean.

Creating something out of your own head,

something that nobody else has ever thought about before.

Yeah.

I know exactly what you mean.

You know maybe we could uh--

What?

Oh too bad, you know that saying,

break a window and the house fairy'll make

your wish come true.

Oh come on.

Really.

I'll bet you don't even know whose house this is.

No, and tell you the truth,

I never really thought about it.

See I guess you miss a lot

if you're just interested in oil derricks.

Oh no Mary, not oil derricks, towns.

Well towns aren't just buildings, you know.

I mean, they're people and they're feelings like

the Spanish ambassador's house.

This house was the Spanish ambassadors?

Oh George, that's the biggest scandal

ever to hit Bedford Falls.

Mr. Potter and the ambassador's wife.

Old man Potter?

Yeah, they had one torrid, impetus summer

and then it was over.

The ambassador found out about it,

packed up, left, never came back.

When I go to Spain I'm gonna look him up.

I'm gonna get him to sell the house to me.

You know, for the good of the town.

Mary.

Huh?

You're lying.

George, I don't lie, I create.

Well you had me goin' there for a minute.

I know I did.

Come on, let's make a wish.

Oh!

What did you wish for?

That you'd spend every night with me

for the next two weeks until I leave.

Oh I'm sorry, it's a conflict of wishes.

I'm leaving for Europe tomorrow.

Let's make another wish.

Come on, get a rock, okay.

Mary, Mary!

Looking all over town for you.

You've gotta come quick, it's dad, he's had a stroke.

Mary, I, I know you've got a train to catch,

so I won't make any speech but if your father

could've seen the way you took over these past three months,

he'd have been a very proud man.

- Hear, hear. - Thank you thank you misters.

You know, three months ago Mary

I thought we were going to have to close,

you have done a wonderful job.

Paris' gain is

- Bedford Fall's loss. - Hear, hear, yes.

So we thank you and we all wish you Godspeed on your trip.

Thank you.

So much for amenities, let's get back to business.

Which is to appoint a successor

to our dear friend, Peter Bailey.

That's not what I'm here for.

This institution isn't necessary

to Bedford Falls, never was.

I move we turn the company over to the state receiver.

Oh Mr. Potter, isn't that a little premature?

Shush, I don't want any more of your political claptrap.

Peter Bailey's gone, there's no one here competent

to run the damn thing.

Well I feel as though I--

Like I said, no one competent!

Now well, wait just a minute here.

Okay Mary, your father was no business man,

and business is what we're here to discuss,

no matter how sad I am at his passing.

Oh, that's wonderful coming from you, Potter,

considering you probably sent him to his grave.

Ridiculous.

You're what's ridiculous, Mr. Potter.

You never could beat my father, could you?

You're a preposterous girl Mary,

you better hurry off to Europe

and write one of those books.

You deal better in fiction than real life.

You think I couldn't have crushed this

nickel and dime operation in a day if I'd wanted to?

Well maybe this is a nickel and dime operation,

and frankly, why anybody would wanna spend their life

doing it is beyond me.

But Peter Bailey dedicated his life to it

and you people should understand what you're giving up

before you knuckle under to--

Now Mary, let's not get

- all excited. - Ah, shut up.

You should get excited, I'm leaving,

you're the ones that have to stay here.

You should understand that a, a man like Ernie Baker

being able to buy his own taxi cab and own his own house.

A taxi driver?

Yeah, a taxi driver.

My father knew what gave people self-respect.

When Potter here gouges them for his company shacks,

he steals from them a lot more than just their money.

He steals their dignity.

And you may not think that shows up on some financial sheet

for a hardware store, or matters to a doctor or a judge.

But just watch what happens to all of you

if you let him win.

Gentlemen, I still--

Mary what happened, it was awful loud.

Yeah it was, wasn't it?

I'll tell you what happened,

Mary told Potter off in clubs.

Spades, Uncle Willie.

Okay, spades.

Let's have a show of hands.

All of those in favor of closing

the Business Building & Loan-- Well what about you?

What're you gonna do if the building and loan closes?

I don't know, easy come, easy come, I'll find something.

I'm only 49.

55.

Mary, don't worry about me.

Just get on that train and never look back.

- Aunt Tillie. - God.

Oh Uncle Willie, you gotta do something

to keep this place going.

I will, I promise Mary, I will.

We have tentatively voted Potter down.

Ha, ha, I told ya, Mary!

- How 'bout that? - We haven't sold Mary!

Get on that train and go.

I said, tentatively.

Mary, you're the only one that knows enough

to keep this place going.

No, Uncle Willie here's your man.

And Harry will help him,

the way I've always helped my father.

It runs in the family.

We all know what runs in that family.

Harry's very young,

and Willie, hm, well he's not your father.

No please look, I, I can't afford to wait

till Harry's old enough.

Typical Bailey, long on speeches, short on action.

Now see young lady,

the deal doesn't include anybody else but you.

I want you to run it into bankruptcy.

And so Mary Bailey stayed in Bedford Falls,

and the train left without her.

Oh no.

And she turned in her ticket to Paris

and gave her brother Harry the money to go to college.

She waited four years.

It doesn't see fair, Harry off to college,

George Hatch off building whatever it is he builds,

and Mary, still workin' at the Bailey Loan & Building.

Building & Loan, and that's not the attitude

we're looking for here, Clara.

I know, but four years passes slowly

for a girl that age.

Yes, but they pass.

And the day finally came for Harry to come home

and Mary to leave.

Look, that's George Hatch, with a girl.

Why didn't he tell Mary he was coming back?

Didn't he like her anymore?

Yes, that's why he didn't tell her

he was coming back.

Well, sorry George, it's too late,

it's Mary's turn to leave.

Here's Harry, somewhere.

Mary, Mary.

Oh, my god.

Oh, there he is.

How are you?

You look terrific!

- You've gained some weight. - You've gotten fat.

I have not.

- Yes, you have. - Oh you look wonderful.

You look so great.

Congratulations all around.

Guys there's, there's another thing.

Um, I, I'd like you to meet Mrs. Bailey.

- Hello. - How do you do?

- Hi. - Nice to meet you, miss.

No, Mrs. Bailey, another Mrs. Bailey.

This is my wife, Helen.

Harry!

Oh, congratulations!

That's wonderful.

Did you meet at school?

Hey, stop that now.

Mrs. Bailey, how nice.

I can't believe you did that.

Tell you the truth,

I was kind of nervous about it, you know.

Don't be silly, she's lovely,

and Bedford Falls could use some new blood.

Well it wasn't uh, wasn't really Helen

that I was nervous about, you know,

that's not really the problem.

It's uh, it's her father.

He's not too lovely.

He's uh, he's manufacturer up in Rochester,

and uh, he's doing very well you know.

Uh-huh.

And uh,

well, it is The Depression you know, and,

he's offered me a job.

Harry, congratulations.

Where's Rochester, Harry?

George, oh how great

- to see you! - You look so good.

Thank you, and so do you.

How are you?

I'm wonderful, thank you.

Oh good, how ya doin'?

Hi.

Oh yeah, yeah.

Here's one.

Uncle Willie.

George, George, George.

Harry!

George, how are you, it's great to see you.

I, I'd like you to meet, this is Helen, my wife.

- We're married. - Your what?

We're married, this is George.

That's wonderful.

Hey Mary, look who's here, George, George Hatch.

Yes, uh.

Hiya, Mary.

Well, George Hatch.

Who'd you expect?

Well I certainly didn't expect to see you.

Well who else was gonna come in from the frontier for you?

I don't know, I imagine somebody who'd

written to me once in four years.

You know I wasn't good at that.

You're the writer.

'Sides, I expected that you'd be in Paris, France by now.

I thought you'd be in Tulsa or the Yukon, or whatever.

Well, I was but, I had a little temporary setback.

Something called The Depression,

they're closing the oil field.

Yes I know, some news does reach Bedford Falls.

♪ January, February, June or July ♪

Hey, you look great.

So do you.

You should've known I'd come back.

How?

I wasn't gonna break up the most famous dance team

in Bedford Falls.

As I recall it was all wet.

♪ I ain't had no lovin'

♪ Since January, February, June or July ♪

Come on, take a walk with me.

No, you know they roll up the sidewalks and put them away.

Come on.

$2,000, I saved $2,000.

That's a lot of money Mary, $2,000.

You know what that means?

That's my ticket to anywhere I wanna go.

I'm in great shape.

See that, can't miss.

Oh come on, George.

Listen, it's your house Mary,

why don't you give it a try?

I don't know, seems childish.

Listen, four years ago

you said we had a conflict of wishes.

Maybe we just didn't wish for the right thing.

Well.

Come on Mary, what's the matter?

Can't you dream anymore?

Not tonight, I guess.

That's not the Mary Bailey I know.

Come on, try.

Come on.

Whose wish?

I don't know, maybe the house fairy's being economical.

These are hard times, you know.

Maybe we made the same wish.

I don't have $2,000, but I can buy you a cup of coffee.

Then you, you never left, for Paris I mean.

Well I almost did, I was going, until today.

I stayed because Harry was gonna go away to school

and then he was gonna come back and take over.

He came back.

He's got a wife, he's got a new job.

His father-in-law's got this factory and

oh, what's the difference, I don't,

I don't, it doesn't matter.

Well Mary, maybe it does, I mean

maybe he's doing something he really wants to do.

Well I'm sure he is, it just isn't gonna help me

get to Paris or, wherever.

It's not gonna stop you either.

How do you know what stops anybody?

What do you know about stopping?

You just go and do whatever you please, whatever you want,

you don't have any responsibility to anybody.

You and your $2,000, you can't miss, right?

That right, I can't miss.

And I'll tell you something else, you can't either.

All you've gotta do is really believe

what you wanna do and do it.

How do you know what I can do and what I can't do?

You think you can just come in here, take off your jacket,

just make yourself at home, you don't know anything.

You haven't been here for four years.

You think you can just come in and,

and tell me what's the matter with my life.

You, and what're you looking at?

I love you.

Get outta here, George!

Well what, and that doesn't even have anything

to do with anything, how can you even say that to me?

Hello.

Mary, this is Sam, Sam Wainwright, remember me?

The man of your dreams.

Yes Sam, hi, how are you?

Oh well I'm fine Mary, I'm just fine.

When I say I'm the man of your dreams, well,

I'm more than just that, you know?

Yes Sam, I know.

Well, maybe this time you don't, Mary.

I know you're never surprised by much but

maybe this time I've got a surprise for you.

That's nice, I could certainly use one.

You still dreamin' of goin' to Europe, hm?

I'm always dreaming.

Well I work with dad, and of course me too,

well, we're opening a London office.

Now can you be there--

Don't go.

Please stay.

Goodbye Mary, goodbye.

Goodbye Mary, goodbye, goodbye.

Goodbye Mary.

Shouldn't you wait

until we get where we're going?

No more waiting.

Goodbye to Bedford Falls.

Goodbye savings and loan, goodbye Potter.

Just where are you two going?

Over there.

Over where?

♪ Over there, send the word, send the word, over there ♪

♪ For the Yanks are coming, the Yanks are coming ♪

You still haven't told me where you're going.

As far as my, as far as our $2,000 will take us.

Oh.

Well, that oughta get you there and back.

And a Paris honeymoon, and then, who knows.

What's happening?

What?

I don't know, take a look.

There's a lot of people in the street.

I'm no expert,

but this looks like a run on the bank.

Ernie come on, let's go.

No, no, no, wait a minute, George, I'll be right back.

Oh Mary!

I want my money!

Come on, open the door!

Mary.

Mary.

Hey.

What is it, Uncle Willie, a bank holiday?

Come on in everybody, and just sit down.

There's a seat for everybody.

- Mary, get over here. - Can I have my money?

Big trouble, the bank called our loan.

I had to give away every penny.

All of it?

Every last cent, and it's still less than we owe.

I didn't know what to do so I closed the doors.

You shouldn't close the doors, Uncle Willie,

these people are terrified.

Hello.

Mary, it's Potter.

Yes, Mr. Potter.

There's a rumor around town that you've closed your doors.

I was worried about you, these things can get ugly you know.

I just wanted to tell you that I've

notified the National Guard.

We haven't closed our doors, Mr. Potter.

You know our hours, we don't close our doors until 6:00.

Funny, that's not what I heard.

Ah, but don't you worry your little head, Mary,

I've personally guaranteed the bank's funds.

Though I could lose a fortune doin' it,

I'm willing to guarantee all your investors too.

Just tell 'em to bring all their shares over here

and what I'll do is I'll pay 'em 30 cents on the dollar,

pretty generous, I'd say, given the mess you're in.

- Well thank you, Mr. - Potter, that's a very fine,

generous offer of help but we're not in a mess here.

I, I can't imagine where you got your information.

But, the building and loan is just fine, Mr. Potter.

How could that be, Mary?

The bank just called your loan.

The building and loan is fine Mr. Potter.

Thanks so much, goodbye.

Listen everybody, this thing really isn't

as black as it appears, I've just talked to Mr. Potter,

and he's personally guaranteed cash payments at the bank.

But I've got my money here.

Did he guarantee this place too?

No Charlie, we don't need Potter over here.

Well I want my money.

Yeah, Mary.

Wait a, wait a minute, you,

you're thinking of this place all wrong.

This is a building and loan, the money isn't in the safe

like it is over at the bank.

The money's in your houses, it's in your house Ed,

and Charlie, it's in your house.

You've invested your money in each other.

What're you gonna do, foreclose on one another?

I got $242 in here, I want what's mine.

All right, all right, okay.

All right Tom, fine, you--

- I want all my money. - You can have your money

in 60 days, just sign right here.

60 days?

I can't wait 60 days.

Well that's what you agreed to

when you bought your shares.

You all get your money back?

No.

Not for 60 days.

Well I got mine, Potter'll pay 30 cents on the dollar

for every share you've got, cash.

- 30? - 30 cents?

What do you say to that?

You agreed to 60 days when you bought the shares, Tom.

I'll pay you in 60 days.

Then I'm sorry Mary, I'm gonna go to Potter.

A third is better than nothing.

That's right.

Wait Tom, wait, all of you, please listen.

Potter already owns the mill and the bank.

You want him to own you too for 30 cents on the dollar?

Joe, you lived in one of Potter's houses.

Have you forgotten what he charged you

for that broken down shack?

And Ed, remember last year

when you couldn't make your payments?

The building and loan didn't throw you out.

Potter would've thrown you out on the street, you know that.

Can't you see what's happening here?

Potter isn't selling, he's buying.

It's 'cause were panicking and he's not.

He's just sitting up there picking off bargains,

and we're the bargains.

We can beat this thing if we just don't panic,

if we just stick together.

But we just gotta have faith in each other.

But my husband hasn't worked in a year,

I need money Mary, not faith.

Yeah, we've gotta have money.

- I have doctor bills, Mary. - I know that.

No, I, I...

I can't feed my kids on promises, Mary.

Hey!

Listen, this isn't a promise, this is real money.

- What? - Huh?

And you can feed your kids on this.

- Can I get my money now? - Now you're talking.

The building and loan is open for business.

And you won't have to wait 60 days, either.

I want my money.

George, are you sure?

That's all we have.

Listen, I'm no banker, you take care of these people.

Okay Tom, how much do you need?

242.

Oh now please, Tom.

That's what I need, Mary, to close out my account.

No, no, no, your account's still right here.

All right here, this is just a loan, 42, okay.

All right, Ed.

I have $300 in my account.

All right Ed, how much do you need to really get along?

Well, I could get by on 20.

That's the spirit, Ed, good, $20.

- You got that Uncle Willie? - Yes, I have it down.

Okay, great, Mrs. Thompson.

Well, all's I need's $17.50, Mary.

Oh, Mrs. Thompson, bless your heart.

You got 50 cents?

Great, here we go, 10, five, 17.50, there we go.

Mrs. Johnson.

Okay, there you go.

Great, six, five, four, three, two, one, shut down.

- We made it. - We made it.

We made it y'all.

What've we got, $2 in assets, put it in the vault.

All for one, and one for one.

- No, that's not it. - Mrs. Hatch,

it's your husband.

Oh.

George.

Hi honey.

Oh George, I'm so glad.

I mean, I almost forgot.

Ernie'll pick you up in five minutes.

Why, we missed the train, didn't we?

Well, maybe the train but not the boat.

What?

Why are we stopping here?

Watch your step madame.

I'm gonna drown.

Yes, it is rather humid, isn't it madame?

Is George here?

Yes, the master of the estate is present.

Who shall I say is calling?

Would you announce

the arrival of Mrs. George Hatch?

Entre, madame.

Thank you, oh gosh.

Mrs. George Hatch.

Welcome home, Mrs. Hatch.

Oh George!

♪ I love you truly, truly dear

George.

What?

It's so beautiful.

♪ Life with its sorrow

♪ Life with its tears

Here's to Paris in Bedford Falls, and to us.

To us.

What're you laughing at?

I think maybe we shouldn't have broken all those windows.

♪ For I love you truly

♪ Truly dear

We're still in Bedford Falls.

Mm-hmm.

Now we can't afford a honeymoon.

Mm-hmm.

I even spent your money.

No, you didn't spend my money, ours.

And you didn't spend it, you invested it.

Those poor people, damn Potter.

He scares everybody, he stampedes all over them.

Hey listen, you sound like you're trying to depress

a very happy man.

That's pretty awful.

Mm-hmm.

Okay.

Let's just figure out what our assets are.

Okay.

Well, I got $2 in the bank.

Wait a minute, not in the bank, in the building and loan.

And we've got one dreamer builder of boom towns.

And a banker with the imagination of Emile Zola.

Oh George, I love you.

And I love you.

Do you?

Yeah, even if you didn't get to Paris, France.

Yet.

Okay, yet.

Oh George, it looks wonderful.

Come over here so you can see it.

Oh catch it, catch it!

Catch it?

Yeah.

Some people have no sense of dedication.

And so Mary and George Hatch

began building Bailey Park.

But Mary and George have no money.

Yes, but Mary owns the Bailey Building & Loan,

Clara, and George is a builder.

Now don't you see how that works out?

Not truly, but I hope it does,

I've gotten fond of both of them.

Um, Mr. Potter, I just don't think you can laugh off

that there Bailey Park any longer, sir.

Get outta here, Sassini,

and let me think about some real problems.

I can laugh off any damn thing I please.

Yes, we all know that, sir.

You don't think I'm worried about a wort like

Bailey Park, or do you, Mr. Sassini?

No sir.

I'm just giving him enough rope, that's all,

then I'll watch him dangle.

Mary.

Hiya, Doc.

They told me down to the office you were out here.

Yeah.

Where's George?

Oh he had to go over to Hanford

to arrange for some deliveries.

It seems everything, supplies, materials,

everything's being used by Mr. Potter.

How are you feeling, Mary?

You're lookin' a little tired.

Do I hear a lecture coming on?

No, I was just thinkin' that maybe

you should think less about fighting Mr. Potter.

- We're not fighting Mr. - Potter, he's the one.

He makes everything so hard for us.

I know, I was just thinkin' that,

well you and George, you aren't gettin' any younger

and most people have their families

pretty well along by this time.

Oh Doc, tell me.

Well I can't tell you much,

like whether it's gonna be a boy or a girl.

Oh!

Oh, oh really?

Oh wait till George comes home.

Mrs. Hatch, Mrs. Hatch.

Yes?

Mr. Potter says he wants to see you, now.

Mr. Potter wants to see me?

Well he says I'm suppose to say, please.

Did he, Mr. Potter said, please?

Please.

Well that's worth a trip in itself.

Is that little Mary Bailey, come in Mary.

Good evening, Mr. Potter.

Uh-huh, a drink Mary, a glass of wine maybe?

No, no thank you.

I can't offer you a cigar but George'd relish one,

I know, where is he Mary?

Hasn't run off to some oil field, has he?

You know very well where he is, Mr. Potter.

He's trying to get supplies you blocked off.

Here, take this box for him.

With my compliments.

Thank you.

Well I suppose I'll find out sooner or later.

What exactly did you wanna see me about?

That's what I like about you, Mary,

right down to business.

Make yourself comfortable.

Mary,

I'm an old man, most people hate me.

Let 'em, I run practically everything in this town.

With one exception, the building and loan,

and as you know, for several years now

I've been trying to get control of it.

Or kill it.

Yeah, but you've been stopping me Mary and,

now you've done it, you beat me that,

that takes some doing.

Now four years ago, for instance, you remember

The Depression, the run on the bank, panic in the streets,

the whole country on the edge of chaos.

We kept our heads Mary, you and me.

You saved the building and loan and I saved the rest.

Some people might interpret that differently.

The envious ones, the suckers.

Look at you Mary, 28, 27 maybe.

Makin' $45 a week, what happens

if a child or two comes along?

You just might not make it.

We just might.

I'm talkin' to Mary Bailey Hatch,

the smart ambitious young woman

who has been dyin' to get out on her own

since the day she was born, and write books,

travel the world, but she can't because she's trapped.

Trapped and a frittering her life away

playing nursemaid to a lot of garlic eaters

and taxi drivers, isn't that pretty much a correct picture?

What's the point, Mr. Potter?

My point?

My point is I, I want to hire ya.

You wanna hire me?

I want you to manage my properties

and I'll start you out at $20,000 a year.

And buy your husband's construction company.

You wouldn't mind living in the nicest house in town,

buying yourself a lot of fine clothes,

business trips to New York, once a year to Europe.

You wouldn't mind that, would you Mary?

- Um, gee Mr. - Potter, I know I oughta just

jump at the chance of a--

I'm offering you a three-year contract at $20,000 a year,

starting tonight, is it a deal or isn't it?

Uh well, I would, I'd uh, I'd uh,

I'd like to really think it over.

Sure you do.

I'd, I really have to talk to George.

Yeah, you go on home and talk to George about it,

it's just the kind of encouragement he might need,

after his trip.

Yes, I'd...

Meantime I'll, I'll draw up the papers.

Yeah that would, that would be fine, Mr. Potter.

No.

No.

Wait a minute here, I don't have to think about this.

I don't have to talk to anybody.

The answer is no, just, just, plain flat no.

Boy, you are really something Mr. Potter.

You think that you can just sit around here

and spin your little webs,

and the whole world just revolves around you and your money.

Well it doesn't, Mr. Potter.

God in the whole vast configuration of things,

you're nothing, you really are,

you're nothing more than a, than a spider.

And I'm really happy not to be caught in your

scurvy little web.

Here, Mr. Potter, have a cigar.

I'm gonna have a baby.

So Mary and George had a child,

the first of three.

A child, oh time goes so fast Joseph.

Just a little while ago she was a child,

dreaming of going places and doing things.

That's life, Clara, don't you remember?

- What's happening, Joseph? - All aboard.

Take good care

- of your mother. - George is leaving

Bedford Falls, Clara, along with many other young men

to fight for his country, America is going to war.

Go on aboard, son.

Bye.

Bye.

- Bye, mom. - Oh James.

Bye.

Dear Mary, like everybody else here,

my feet hurt, my back aches.

And oh, my stomach.

Now I know why they call the place we eat a mess hall.

God I miss you and Pete and Janie and Suzy, and you.

I guess we'll just have to get this thing over with fast.

Till then, I'm yours always, George.

Dear Mary, I'm not sure who we're suppose to be

defending the Panama Canal against.

So far the worst attacks have come from the mosquitoes.

All and all I guess I'm safer here than I'd be

if I was still racing my taxi around Bedford Falls.

Oh well, that's all for now, love, Ernie.

Dear Mary, so I figured with all my experience

back in Bedford Falls, they'd make me into an MP.

But the closest I got was KP,

how do you like them potatoes?

Your pal, Bert.

Dear Marry, it's only the taking off

and landing that's hard, especially with the deck

of the carrier bouncing around like a cake of soap

in the bathtub, but I think I'm getting the hang of it.

Love to mom, Willie, Tillie, you and yours,

from your kid brother, Lieutenant Harry Bailey.

Daddy's coming home.

He's, he's just got this little hurt,

he says it isn't a very big hurt

and you know how he exaggerates.

Mm-hmm.

So it probably isn't anything.

Anyway, he's coming home

and everything's gonna be just the way it was.

Suzy, you don't even remember him, do you?

You were too little.

It'll be wonderful having him back.

I know he missed us, just as much as we missed him.

You're really gonna like him, Suzy.

And everything's gonna be great.

Remember it the way we dreamed it, George.

Fresh painted houses and green lawns

and families growing up together, it's still there, George.

If you can only see it the way we dreamed it.

It's still there.

Sassini, is this true?

Yes sir, uh, what?

These reports on Bailey Park,

five houses contracted from two to six months behind?

Yes sir, they belong to the people

you fired from your mill.

How's she doin' it, she can't hold out.

There must be someway she's holding on.

Now what would I be doin', if I were in her place?

Well, we'll just see how she handles

the surprise bank examination.

Hey Mary, what's so interesting in all them

out of town papers?

Oh I can't wait a week for the Bedford Falls Gazette.

Can't imagine why.

- Mary. - Hi Vi.

I heard it on the radio, oh it's so exciting.

Is it in the city papers?

It's only in the headlines, look at this,

Boston, New York, Portland.

Does it actually say he's from Bedford Falls?

Well it says, Lieutenant Commander Harry Bailey

will receive the Congressional Medal of Honor

from the president in a ceremony at the White House.

Oh, today, Mary, I better catch it goin' on right now.

Oh it's going well, isn't it, Joseph?

Bailey Park and the building and loan,

and Mary's brother comin' home a hero.

Got a paper?

You bet I do.

Aw good, I wanna see if it's gonna snow.

Snow, you read every single word of that.

Well you know I was on one of these ships,

they hold about 2,000 men.

Mary isn't young anymore though, is she Joseph?

She isn't old but she isn't really young.

No Clara, she isn't.

He's on the phone, now hurry!

- Phone, now hurry, hurry! - Oh, oh,

Harry's on the phone.

- I found her, she's here! - Goodbye.

Oh Mary, I almost forgot,

I have to make the deposit, Harry, Harry, wait.

and the bank

- is closing early. - Hello, hello?

Oh, he hung up.

Oh.

He said he was late for something.

He sounded just wonderful.

- Did he? - Mm-hmm.

He said your mother was having a wonderful time,

and they had lunch with the president.

They had beef wellington, and chocolate mousse for dessert.

Excuse me, Mrs. Hatch.

Oh, I'm sorry, it slipped my mind

in the excitement and all.

Mary, this is Mr. Simpson, the bank examiner.

Bank examiner?

Yes, we sometimes make unscheduled visits,

as you must know.

Oh yes, it's just that we were just examined--

Your regular examination six months ago.

Oh I know, that's why our--

The banking commission is very concerned

about all institutions entrusted with the people's money.

Oh of course, it's just that it's Christmas Eve,

and my brother's being awarded--

Yes, I've heard, congratulations.

Could we get started, I'd like to be home for Christmas Eve.

Uh, certainly.

Hello there, Mr. Potter.

Oh making your last deposit before bankruptcy, Willie?

Don't you wish.

Well, let me just show you something, Mr. Potter.

Oh, what's in the news today, Potter?

Not something about the Baileys of Bedford Falls is it?

Oh by golly, here it is,

Harry Bailey gets Congressional Medal of Honor.

Well you can't spend medals in peace time.

Sassini.

Can't keep those Baileys down now can you, Mr. Potter?

And they don't give medals for trying.

40 years and we ain't done yet, Potter.

I guess you forgot something.

What?

Well, aren't you going to make a deposit?

Sure, sure I am.

Well it's usually customary to bring the money with ya.

Well I, huh, I uh, I, I know I had it with me.

When you left the office, did you stop anywhere?

I don't think so.

You went right to the bank?

Yeah.

You always like to look at the watches,

did you go into Mr. Thompkins?

I don't think so, oh Mary, I just don't know.

Well think.

Oh, it's not fair, Joseph.

She's going to need you, Clara.

I'll be ready, Joseph.

When the time comes, I'll find a way to guide Mary.

We, we, we've gotta try and establish a sequence.

Now, did you have the money before you met me?

Did, did you leave it on the table or anything

when you were talking to Harry?

Uncle Willie please, pay attention.

I had it, I don't know.

Did you, do you have any, any secret hiding places?

I thought, no.

- Is there any place I-- - I don't know.

Like in your house, where you, where you put things?

I'm trying Mary, I really am.

No, you're not, you're not trying.

Think, think.

Mary, I'm no good to ya.

I, I just louse things up.

That, that doesn't help.

It was the same with your father.

He just carried me.

I don't wanna hear it.

I just want you to remember where you left the money.

Do you understand that?

I just don't know why anybody wants to keep me around.

Stop that!

Do you think you can get away with this

just because you can act like a doddering old fool?

Think, just make one little demand on yourself.

Where did you have the money, Willie?

Where is that money, you fool?

Don't you understand, we're ruined.

George, Bailey Park, the building and loan, everything.

Do you think Potter's just gonna let this go?

Somebody's going to jail, and it isn't gonna be me.

For once dammit, I'm not gonna be the one.

Oh, here's our package, how 'bout bringing it--

Put that, yeah, you can put that there.

- Yeah. - Um-hmm.

That'll be nice.

And we're gonna hang some tinsel later.

Listen, put this here, see this candy cane,

put that right down on the end there, oh that's perfect.

Hey mommy's home!

Hey mom, look what me and dad were doing,

we're um, we, we, we, um--

Hi sweetheart, we saved the angel

- for you. - Teacher taught me

a new song, dad said if I memorize it, I'll be prepared

to play it for everybody tomorrow when they come.

Hey mom, I'm making a sign, how do you spell hallelujah?

I'm making a sign,

- how do you spell hallelujah? - I thought you were gonna

close early today, where, where did you go?

I went out.

Where'd you go, for a little carousing and drinking?

Mommy, can you help me, this is the hard part.

- Mom. - What is it,

- what do you want? - I wanna spell hallelujah.

Wait, what, wait a minute, what?

Hallelujah, A, I don't know, look it up.

You're old enough to look up in the dictionary

what you want.

Mary, did you get the wreath?

Oh, the wreath, no I, I forgot about the wreath.

It's the only thing I asked you to remember.

I don't care about the wreath.

Mom, does it have two Ls or what?

I told you, go look it up in the dictionary,

you know that.

- I wanna know this-- - Please help me.

Will you stop playing that?

I have to practice.

Why didn't you practice before, it's Christmas Eve.

Does this mean you're not gonna help us put up the angel?

- Mom, look. - Uh yes that's what it means.

Then why don't you go upstairs and see Suzy?

Why, what's the matter with Suzy?

She won a prize, it was a flower.

She didn't wanna button her coat and crush it,

so she caught a cold.

She's got a cold?

Oh come on, well it's not serious,

Doc Jockua says she's gonna be all right.

The doctor was here?

Oh that's swell, I mean that's all we need now.

I mean, it's a wonder we all don't have pneumonia,

this house is so drafty.

Mary, what is the matter with you?

Nothing is the matter with me.

I'm worried about Suzy, she has a cold.

Isn't that what you said?

- What is it? - Mom, how do you spell

hallelujah, does it have-- Mom!

Stop playing that idiotic piece!

Then why don't you go on upstairs?

I will.

Hi, sweetheart.

I won a flower, see?

Aw, it's pretty.

I better get it a drink.

No, no, no, you lie down, I'll get the drinks.

Oh, I'm sorry.

You broke my flower.

That's all right darling, it doesn't matter.

You broke my flower.

You fix it, you paste it.

There.

That's not all right.

Well this is the best I can do.

Go on, lie down.

You lie down, you go to sleep,

you get some rest and you'll be all better.

I don't wanna lie down, I want my flower.

Please Suzy, mommy needs you to be good right now.

I know you feel sick and you feel grumpy,

please be good, my good girl for mommy, please.

You broke my flower!

All right Susan, that's enough.

Go to sleep, lie down, you've got your flower.

Uh, Mrs. Welch no, no, everything's gonna be fine.

- Is that Suzy's teacher? - Yeah, yeah, don't you,

don't you worry.

- Yes it is. - Oh I wanna speak to her.

Could you hold on a minute, please?

Hello, Mrs. Welch, this is Mary Hatch,

I'd just like to know what you think you're doing

by sending a child home half dressed.

Well she's too young to make that kind of judgment.

Janie will you please.

You're an adult, well you're a teacher,

that's what we pay you to do

is to make those kind of judgments.

She's a little kid, you let her go home half exposed,

she'll probably catch pneumonia or something.

Hello, oh.

She hung up.

Well Mary, what do you expect?

Listen, the child has to see that lady every day.

Mom, do you know where the--

No, no, I don't.

Stop it!

Mary!

You stop it.

- I'm in trouble, Mr. - Potter, I need help.

Through some sort of an accident,

my company's short in their accounts.

There's a bank examiner up there right now.

I've gotta raise $8000 immediately.

That must be what the reporters

wanted to talk to me about.

Please help me, Mr. Potter.

Can't you see what this means to my family?

I'll give you any sort of interest

or bonus you want on the money.

Could be there's some slight discrepancy in your accounts?

There's nothing wrong with my books.

I've just misplaced $8,000, I can't find it anywhere.

Why'd you come to see me?

Why didn't you go to Sam Wainwright?

He's in Europe.

I thought you had a lot of friends, Mary.

They don't have that kind of money,

you know that, Mr. Potter.

You're the only person in town that can help me.

Well what collateral could you offer, Mary,

your stocks, your bonds, Bailey Park?

Just look at you, the girl who was gonna conquer the world.

Here you come crawling, on your hands and knees,

begging for help.

I've got a $15,000 life insurance policy.

What's your equity?

$500.

Why Mary, you're worth more dead than alive.

I'll tell you why you didn't go for help

to those riff raff friends of yours because,

they'd turn on ya, run ya outta town on a rail.

First sign of trouble, they turn.

Remember that Mary, and they'll hate you

more than me because

they believed in you.

Oh God, dear father in heaven,

please show me the way, I'm at the end of my rope.

♪ Deck the halls with boughs of holly ♪

♪ Fa-La-La-La-La, La-La-La-La

♪ 'Tis the season to be jolly

♪ Fa-La-La-La-La, La-La-La-La

♪ Don we now our gay apparel

♪ Fa-La-La-La-La, La-La-La-La

♪ Troll the ancient Yuletide carol ♪

♪ Fa-la-la-la-la, la-la-la-la

Hi, Mrs. Hatch.

Hi, Nick.

Sit down.

Uh, thanks.

Hey, what happened to your eye?

Oh, I had this accident in the car.

Aw, that's too bad, what can I get ya?

Uh, I don't think I want anything.

Aw, come on, hey, let me make you an egg nog.

It's on me.

Okay.

Mary, how wonderful you come.

No sit at bar, come here, I get a table, uh?

I don't think so, Mr. Martini--

- What, what, what happened - I don't feel good.

to your eyes?

Oh God, you hurt yourself, Mary?

I, I, I hurt myself On the car.

Mary.

Remember one day we talk about

when I have my restaurant

you're gonna come and have a nice glass of wine with me?

Yeah.

How 'bout now, huh?

I don't think so, not, not, not tonight,

I don't feel like it tonight, thanks Mr. Martini.

Merry Christmas, Mrs. Hatch.

Merry Christmas.

Mary, Mary you be careful.

Look out, you wanna get killed?

Why Mary, you're worth more dead than alive.

Worth more dead than alive,

more dead than alive, dead than alive.

Help, help, oh help!

Oh, oh, oh.

Oh oh help, help me, oh.

Aren't you gonna help?

Help me save myself, help.

Oh, swim oh, help.

Come on, hurry, help.

Oh, oh, I'm sinking, I'm sinking.

I'm coming, we're coming.

You just stay calm, just stay calm.

Here, we're coming.

Here, come here, here, give me your hand.

Grab ahold of my legs.

Help, help, somebody, save me.

Hold my hands.

Oh, you know, come over here.

That's right, hold on.

- Settle down, that's right. - Stop, stop!

Hold on, pull, pull.

That's right.

Hold on, pull!

- Oh my goodness. - Hold on.

Pull, pull!

Hold on, hold on.

It seems my dear you've had experience.

Attractive, isn't it?

I was so pleased to pass away in it.

What's this?

Oh Dickens' new book, though I hear the one

he's writing now, Oliver Twist, is better.

He's becoming quiet popular in the 19th century.

That was pretty dumb, walkin' around on that thin ice.

Oh, I thought it quite clever myself.

It was all planned to get Mary's attention.

Quite successful don't you think?

She didn't go through with it, did she?

Go through with what?

A big leap.

It is against the law to commit suicide in this state.

In my state too.

Which is what?

The state of grace.

I had to think quickly, I knew if she thought

I was in trouble, she's try to save me,

and that's how I saved her.

You saved me?

Yes, I'm the answer to your prayers.

The last time I prayed, I crashed my car into a tree.

Well we'll try to do better.

Oh, I'm so thrilled.

This is my big chance.

I know everything about ya.

I've watched you grow up.

Who are you anyway?

I'm Clara Odbody, A.S.C.

What the devil is a A.S.C.?

It stands for angel, second class.

Angel, second class.

I'm an angel.

He wasn't too friendly.

I must be losing my mind, or maybe I did jump.

I'm here to help you.

You look like about the kind of an angel I'd get.

Sort of a fallen angel, aren't you?

What happened to your wings?

I've got to earn them.

- Oh. - And you're going to help me.

Oh, how am I gonna do that?

By letting me help you, of course.

Oh.

You don't happen to have 8,000 unneeded dollars, do you?

Oh we don't use money in heaven.

Oh, well it comes in pretty handy down here, I'll tell ya.

Well, we'll just have to think of somethin'.

Know what it's like to be worth $500,

and that in an insurance policy?

Oh, you mustn't talk like that.

Why, you don't know all that you've done.

Well if it hadn't been for you--

Yeah, if it hadn't been for me

a lot of people'd be a lot better off.

This isn't going to be so easy

gettin' my wings with that attitude.

Nothing is easy.

Sometimes I think it'd been better

if I'd never been born at all.

Oh, you mustn't say things like that.

Wait a minute, wait a minute,

that's an idea, what do ya think?

Yes, that could do it, right.

You've got your wish.

You've never been born.

You don't have to make all that fuss about it.

Well close the door, it's freezing.

It's just stopped snowing.

It's so strange, I don't feel the least bit cold anymore.

Course not, you don't exist.

You haven't a care in the world.

My clothes are perfectly dry.

No worries, no obligations,

no fight with George, no $8,000 to get.

No Potter lookin' for you with the sheriff.

And Mary, the cut on your head's all better now.

Oh, it is.

Well, we better hurry before the snow starts again.

We'll walk back to my car.

Oh, excuse me, I'll walk, you'll fly.

What's the matter?

This is where I left my car, and it isn't here.

Oh, oh, you've no car.

Well I had a car and it as right here.

Maybe I left it at Martini's.

Oh wait a minute, this isn't the right place.

Wait just a second.

Excuse me but we seem to be lost.

Yeah, you can say that again.

Could you just tell us how to get to Martini's?

Martini's, never heard of the joint.

Nick?

Nick.

Yeah, yeah you got the name right,

anything else you want?

Well, a little cheering up might help.

You want a drink?

Uh, sure, how 'bout another egg nog.

How 'bout you lady, what do you want?

Uh oh, it, it's been such a long time.

But it is an occasion, isn't it?

Come on, let's go, I got a lot of work to do.

I was thinking, let's see,

maybe I'll have a flaming rum punch.

Oh no, uh, no, let me think.

Oh a, oh let's see, mulled wine, heavy on the cinnamon,

light on the cloves.

Do be so good as to bring me mulled wine.

Hey what is this, you two broads slummin' or somethin'?

Take it easy Nick, we'll have the two egg nogs,

that'll be fine, egg nogs'll be fine.

Egg nogs.

I don't even think that is Nick.

You know, I think we wandered off

the wrong side of the bridge in all the confusion.

I've never even seen this section before.

I know why no one's told you about it.

You look an awful lot like the bartender at Martini's.

Okay, you've had your little joke now

just drink up and get out.

Oh no, you don't understand, we weren't doing--

I don't understand?

You don't understand, just drink your drinks and beat it,

and take your witch friend with ya.

I'm not a witch, I'm an angel.

Clara, it's fine.

Oh, there goes another one.

Another what?

Every time you hear a bell ring,

it means an angel got its wings.

Mary, don't say anything like wings or anything in here.

Hey, we've got a couple of angels here.

Mary's not an angel.

Hey you guys look, I'm an angel.

We've got angels!

- We've got some angels here. - Mary's not an angel.

Well I'm glad somebody ain't.

We got angels!

Clara, I really think we should go.

I think we've caused enough trouble.

Hey, what do you think you're doin'?

I told you to stay outta here.

Stop doing that.

Mr. Gower?

Mr. Gower.

It's me, Mary Bailey.

The old drugstore drunk.

Stop that!

This is no way to prepare for the life to come, young man.

Stop that, he's just a pathetic old man.

Helpless old man, he's a helpless old kid killer.

Stop that!

Stop that!

I've had about a belly full of you.

Don't you dare strike a lady.

Lady, you're not ladies,

you're a couple of angels, remember?

And you're about to fly back to the heavens.

Get out!

Come on, get.

Merry Christmas.

That man, I could've sworn it was Mr. Gower.

He gave that child a poisoned prescription.

You weren't there to stop him.

Course he went to prison.

Ruined his life, poor man.

How could I have ever thought this place was Martini's?

Don't you understand, Mary?

You've never been born.

What do you mean, I've never been born?

Of course I was born.

No, no, you've no ID, you have no identity.

You've no papers, no husband, no children.

They're not there either, Mary.

What aren't?

Suzy's petals.

How do you know about those?

You've been given a great gift, Mary.

The chance to see what the world would be like without you.

Who are you?

I told you, I'm your guardian angel.

Oh, well so far you've done quite a job.

I'm gonna find my way back to Bedford Falls.

How am I doin', Joseph?

Hey you.

Hey you, somebody stop that guy.

Vi?

What are you starin' at?

It's me, Mary Bailey.

- What's up Vi? - Come on, come on

I'm not goin' anywhere.

Let's get back to your place, everything'll be all right.

- Come on, let's go. - No!

If you go down there, you can shack up there

all night, knowin' it won't cost you anything

and at least you'll be warm, you know.

This fire--

What happened to the building and loan?

Are you kidding lady, it's doing just fine.

I'm a big stockholder and Willie here's the president.

Hey Willie, come on Willie.

Get up and say hello to somebody who got here too late

to make a run on your bank.

Ernie, oh Ernie, take me home.

Come on lady, where to?

You're Ernie Baker, aren't ya?

So?

Don't you know me?

I gave you the money, I made the loan

so you could own your own cab.

You gotta be kiddin' me, own my own cab?

Old man Potter owns the cab.

All right, just take me home.

I'll be glad to lady, just tell me where.

320 Sycamore.

Is this the place, lady?

Course it's the place.

George?

Janie?

Oh George.

Bert am I glad to see you.

What's up?

I think we got a real one this time.

What do you mean?

This lady stripped her gears.

They're not here, Mary.

Nobody's here, you don't have a family.

I do, I have a husband, I have children.

Come on down here, both of you.

Bert, oh Bert.

Hey, what's going on there?

Oh Bert, Bert.

Come on down here, both of you,

- come on. - Oh Bert, thank god

you're here, something terrible is happening.

Sure it is, sure it is, now look.

Look here, take it easy and I'll take you

- to a doctor, okay? - You don't understand,

this woman, she says she's an angel.

Sure she does.

- Yeah sure, I know, I know. - Well what are you doing?

- Don't worry about it. - Stop it.

Bert, stop, stop--

Lady, don't make it hard

- on yourself, ow. - Let me go, let me go.

Mary, run, save yourself, Mary!

- Oh Joseph, help! - Ernie, Ernie,

give me a hand.

Look, maybe I should go to the station

and get some help.

Ow, ow, Joseph, ah, ah, Joseph!

Where'd she go?

I had her right here.

Hey Ernie, come on, help me look for her.

Hold on.

Hold on, I'm comin'.

Yeah?

Mom.

Mom?

What do you want?

It's Mary.

Look, if you're lookin' for a room--

- No wait, wait, - I don't have any.

please don't lock the door, wait.

Something terrible's happening, I don't know what it is.

Something's happening to everybody.

Please just let me in,

just let me stay here until I get over it.

What's the matter with you?

I don't know.

Please, please I need you, mama.

Please recognize me, it's Mary.

I'm your daughter.

My daughter, I don't have a daughter.

Yes you do, you, you do, you have a daughter

and you have a son.

I don't have a daughter.

And my boy died 30 years ago.

Oh god, oh, oh no.

Your brother Harry Bailey broke through the ice

and drowned at the age of eight.

That's not true, Harry Bailey went to war,

he won the Congressional Medal of Honor.

He saved the lives of every man on that transport.

Every man on that transport died.

Harry wasn't there to save them,

because you weren't there to save Harry.

Strange, isn't it?

Each life touches so many other lives,

and when they're not around,

it leaves an awful hole, doesn't it?

You see Mary, you really did have a wonderful life.

Wouldn't it be a shame if you just threw it all away?

Clara, where's George?

I know you know, please tell me, Clara.

Clara, please.

Clara.

George?

Yeah, who is it?

George.

Please know me, it's Mary.

Oh yeah, Mary, sure, how you doin', Mary?

Oh George, it really is you.

Oh sure, who else?

Oh George, you know me, you know me.

Listen kid, maybe I don't know you but uh,

long as we're this close why don't me and you

have a little party, huh?

I'm your wife.

Oh yeah, sure, whatever you say.

Look, I got a bottle of some nice stuff inside, come on.

George, please don't do this.

Please stop it, please remember.

Remember, what?

Bailey Park.

Bailey Park?

The $2,000.

How do you know about that?

You're a builder.

That's kid's stuff.

You wanted to build boom town.

Yeah, I wanted to get outta this crummy place once,

that's right, so what, that's life.

Come on, why don't--

Where are the children, I want my children!

Hey lady, I don't have any children.

I don't know who you think I am, but I got no kids.

And anybody who brings up kids in this world

has gotta be crazy, you understand?

Now come on.

Stop it, leave me alone!

Stop it!

- You're crazy. - Stop it!

Hey, hey you, stop.

Come on, help me, that dame's crazy.

Clara!

Clara!

Clara!

Please, Clara, please help me.

Clara, I wanna get back.

Please help me get back.

Help me get back to my real George.

Help me get back to my children.

Clara,

I wanna live again, please help me.

Please get me back, I wanna live again.

Clara, where are you?

Please help me.

Bert!

Mary, Mary are you all right?

Stay away from me Bert, I mean it.

Hey Mary, what're you yelling for?

Mary, do you, do you know me, Bert?

Are you kiddin', I've been lookin' all over town for you.

I saw your car wrecked in that tree and I thought,

Mary, your head's bleeding, are you sure you're all right?

My head's bleeding.

Oh Bert, my head's bleeding, oh my head's bleeding, Bert.

It really is, it's bleeding.

Let me see.

Suzy's petals.

Suzy's petals?

Suzy's petals.

Oh Bert, Merry Christmas, Bert.

Oh it's snowing, it's snowing!

Hey Mary, where you goin'?

I'm going home!

I'm going home!

Hello, Bedford Falls, Merry Christmas!

Merry Christmas!

Merry Christmas, Gower's Drug Store!

Merry Christmas, movie house!

Merry Christmas!

Oh!

Oh, Merry Christmas.

Merry Christmas, bakery!

Merry Christmas you old wonderful savings and loan.

Merry Christmas, Mr. Potter!

Happy New Year to you, in jail.

Go on home, the sheriff's waitin' for you.

Merry Christmas!

Fine thing to do on Christmas Eve.

Well, business is business.

Ha-ha, business.

We'll just have to wait till she comes in.

George!

Oh, oh, hello, hello Mr. Bank Examiner.

Miss, Mrs. Hatch, there's a serious deficit.

Yes, I know, it's $8,000, I, I know.

Mary, I've got this little paper here.

I bet it's a warrant for my arrest.

It's wonderful isn't it.

Mm, Merry Christmas.

Oh reporters, where's George, George?

Mommy, mommy!

Where were you?

Where were you, mommy?

Oh I could eat you up, I could eat you up, mm-mm.

Where's you father?

He went looking for you with Uncle Willie.

How are you, let me see, let me see.

You guys still here?

What's your temperature?

Why mommy, why?

Oh honey.

- Where were you? - Mary.

Oh George, oh--

Daddy, mommy's home, mommy's home!

George, George, oh George hold me.

Oh you really are real.

Of course I'm real.

Where've you been?

Oh and George, I have so much to tell you.

Wait'll I tell you what's happened to me.

No, no, no, it's gonna be all right.

Let me tell you what happened in town.

What?

They're coming.

What?

- Come on. - Where're we going?

They're gonna be here in a minute,

everybody hurry.

Who's gonna be here?

What's in that bag, George?

Come on, go stand in front of the tree.

Everybody, come on, Pete.

They're here now,

I'll get the door.

♪ Born is the King

Uncle Willie, come on in.

What a grand night, George,

- George. - Yeah.

Merry Christmas, everybody, come on in.

Isn't it wonderful, Mary?

George did it, he did.

He just told a few people that we were in trouble and,

and the scattered all over town collecting the money.

And they never even asked a question,

they just said, if the Bailey Hatchs are in trouble,

they can count on us.

It was, it was a sight for sore eyes.

What is this you two, another run on the bank?

Oh hi, hi, Merry Christmas.

There you go.

George, Mary, here you are friends, and Merry Christmas,

Merry Christmas.

Hey, I busted the jukebox.

I wouldn't have a roof over my head

if it wasn't for you two people, Merry Christmas.

Sassino!

Now what do you do?

You take your half and you sell.

Drink some wine.

Mary.

Ain't it proper to take some wine.

I had to get 'em all outta bed,

but I collected all my charge accounts.

Merry Christmas, Mr. Gower.

Merry Christmas.

Mary.

it's Harry!

Mary.

Oh!

Harry, how are ya?

Hi mom.

Come on mom, where's?

- A toast. - Toast.

- Toast. - Toast.

To my big sister, Mary, the richest person in town.

♪ Should auld acquaintance be forgot ♪

♪ And never brought to mind

♪ Should auld acquaintance be forgot ♪

♪ And days of auld lang syne

♪ For auld lang

Look mommy, teacher said, every time a bell rings

an angel gets it's wings.

That's right, that's right.

♪ We'll drink a cup of kindness yet ♪

♪ For auld lang syne

♪ For auld lang syne my dear

♪ For auld lang syne

♪ We'll drink a cup of kindness yet ♪

Thanks, Clara.

♪ For auld lang syne

Merry Christmas!