James Stewart .... George Bailey
Donna Reed .... Mary Hatch Bailey
Lionel Barrymore .... Mr. Potter
Thomas Mitchell .... Uncle William 'Billy' Bailey
Henry Travers .... Clarence Oddbody
Beulah Bondi .... Ma Bailey
Frank Faylen .... Ernie Bishop (taxi driver)
Ward Bond .... Officer Bert
Gloria Grahame .... Violet Bick
H.B. Warner .... Mr. Gower (the druggist)
Frank Albertson .... Sam Wainwright
Todd Karns .... Harry Bailey
Samuel S. Hinds .... Peter Bailey (Pa)
Mary Treen .... Cousin Tilly
Virginia Patton .... Ruth Dakin Bailey
Charles Williams .... Cousin Eustace
Sarah Edwards .... Mrs. Hatch
William Edmunds .... Mr. Martini (bar owner) (as Bill Edmunds)
Lillian Randolph .... Anne (Bailey family maid)
Argentina Brunetti .... Mrs. Martini
Ronnie Ralph .... Little Sam
Jean Gale .... Young Mary
Jeanine Ann Roose .... Little Violet
Danny Mummert .... Little Marty Hatch
Georgie Nokes .... Little Harry Bailey
Sheldon Leonard .... Nick (bartender at Martini's)
Frank Hagney .... Potter's bodyguard
Ray Walker .... Joe (luggage salesman)
Charles Lane .... Rent collector (in Potter's office) (as Charlie Lane)
Edward Keane .... Tom (building & loan depositor) (as Edward Kean)
Carol Coombs .... Janie Bailey (as Carol Coomes)
Karolyn Grimes .... Zuzu Bailey
Larry Simms .... Peter Bailey (son)
Jimmy Hawkins .... Tommy Bailey
Jean Acker .... (uncredited)
Ernie Adams .... Ed (building & looan deposit [$20]) (uncredited)
Monya Andre .... (uncredited)
Stanley Andrews .... Mr. Welch (teacher's husband) (uncredited)
Sam Ash .... Nervous banker (uncredited)
Mary Bayless .... (uncredited)
Beth Belden .... (uncredited)
Joseph E. Bernard .... (uncredited)
Al Bridge .... Sheriff (uncredited)
Buz Buckley .... (uncredited)
Marian Carr .... Mrs. Jane Wainwright (uncredited)
Lane Chandler .... Man (uncredited)
Michael Chapin .... Kid (uncredited)
Tom Chatterton .... (uncredited)
Harry Cheshire .... Dr. Cavanaugh (Chairman of Board of Directors) (uncredited)
Edward Clark .... (uncredited)
Tom Coleman .... (uncredited)
Ellen Corby .... Miss Davis (building & loan depositor [$17.50]) (uncredited)
Bryn Davis .... (uncredited)
Lew Davis .... High school teacher at poolside (uncredited)
Harry Denny .... (uncredited)
Dick Elliott .... Man on porch (uncredited)
Tom Fadden .... Tollhouse keeper (uncredited)
Frank Fenton .... Violet's boyfriend, with mustache (uncredited)
Eddie Fetherston .... Horace (bank teller) (uncredited)
Sam Flint .... Relieved banker in Potter's office (uncredited)
Lee Frederick .... Man (uncredited)
Herschel Graham .... (uncredited)
Charles Halton .... Carter (bank examiner) (uncredited)
Carl Eric Hansen .... (uncredited)
Herbert Heywood .... Building & Loan depositor (uncredited)
Harry Holman .... Mr. Partridge (school principal) (uncredited)
Art Howard .... (uncredited)
Bert Howard .... (uncredited)
Eddie Kane .... Building & Loan depositor (uncredited)
Joseph Kearns .... Angel (uncredited) (voice)
Carl Kent .... (uncredited)
Milton Kibbee .... Building & Loan director (uncredited)
Effie Laird .... (uncredited)
Mike Lally .... (uncredited)
Harold Landon .... Marty Hatch (uncredited)
J. Farrell MacDonald .... House owner (uncredited)
Irene Mack .... (uncredited)
Wilbur Mack .... (uncredited)
Charles Meakin .... (uncredited)
Bert Moorhouse .... Bouncer at Nick's (uncredited)
Philip Morris .... (uncredited)
Frank O'Connor .... (uncredited)
Moroni Olsen .... Voice of senior angel (uncredited) (voice)
Garry Owen .... Bill Poster (uncredited)
Netta Packer .... (uncredited)
Franklin Parker .... (uncredited)
Cy Schindell .... Nick's bouncer (uncredited)
Bobby Scott .... Mickey (uncredited)
Almira Sessions .... Potter's secretary (uncredited)
Cedric Stevens .... (uncredited)
Charles Sullivan .... Counterman (uncredited)
Carl 'Alfalfa' Switzer .... Freddie Othello (uncredited)
Max Wagner .... Cashier/Assistant bouncer at Nick's (uncredited)
Charles C. Wilson .... Charlie (Building & Loan depositor) (uncredited)

George Bailey spends his entire life giving up his big dreams for the good of his town, Bedford Falls, as we see in flashback. But in the present, on Christmas Eve, he is broken and suicidal over the misplacing of an $8000 loan and the machinations of the evil millionaire, Mr. Potter. His guardian angel, Clarence, falls to Earth, literally, and shows him how his town, family, and friends would turn out if he had never been born. George meant so much to so many people; should he really throw it all away?

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