The action takes place on Christmas Eve, 1945, in the heavens and on earth (Bedford Falls, NY).

Christmas Eve: Clara in the Heavens
Clara, Angel Second Class, is swinging back and forth on what appears to be a tree swing, counting – not the stars but prayers. She has been waiting 200 years for the chance to gain her wings, and tonight she is given the opportunity.

George Bailey of Bedford Falls, NY, is seen on a bridge, about to jump into the river below and end his life. The Angels First Class stop time and send Clara to earth to try to save him. To do so, Clara must discover who George is, where he came from, what his dreams have been, and why he now is so desperate.

Scene 1: George Bailey’s Childhood
Clara witnesses scenes from George’s youth: George rescuing his younger brother Harry from a frozen lake; and his saving the reputation of the local pharmacist Mr Gower, for whom he works as a delivery boy, by recognising that he sent out poison rather than medicine to a sick child. In rescuing Harry, George loses the hearing in one ear.

Scene 2: The Bailey Family Attic
The 22-year-old George is leafing through his old travel magazines, gearing up to leave Bedford Falls and see the world. He is joined by Harry and Uncle Billy, who brings a suitcase sent by Mr Gower. George advises Harry to work alongside their father in the Bailey Building & Loan company for a while, and warns him about Potter, a local businessman. Mother Bailey joins her sons; she reveals that Mary Hatch keeps asking about George.

Scene 3: The High School Dance
Mary contemplates the end of her high school days. George watches her, admiring her beauty and vibrancy. They dance together.

Scene 4: The Old Granville House
George and Mary leave the dance and go off to the old Granville House, a broken-down, abandoned property nearby. Both are wet and cold, and they change into whatever dry clothes they can muster. They share their hopes and dreams for the future. Suddenly, Uncle Billy interrupts them: George’s father has suffered a stroke.

Scene 5: Mr Potter’s Office
George’s father has died. Potter proposes dissolving the Bailey Building & Loan company in the face of opposition from George and Uncle Billy. George challenges Potter’s motives and decides to remain in Bedford Falls and run the bank himself. He sends Harry to college in his place.

Scene 6: Mary and Harry at College
Over the next four years while George and Uncle Billy continue the day-to-day running of the Building & Loan, Harry and Mary experience college life. When events look like taking a different course, Clara protests and freezes the action for a moment.

Scene 7: Harry’s Homecoming
Harry surprises Uncle Billy at the office. He has deliberately returned by an earlier train to confess to Uncle Billy that he has married his college girlfriend, Helen. George returns from the station having met his new sister-in-law. Her father has offered Harry a job – he will not therefore be staying in Bedford Falls to run the family firm as planned. Alone, George vents his anger as he realises this means he will never attend college or see the world.

Scene 8: Mary’s House
Mary and George admit they love each other.

Interval of 20 minutes

Scene 1: George and Mary’s Wedding Day
Everyone celebrates George and Mary’s wedding. As the couple leave for their honeymoon, George notices a crowd banging on the doors of the Building & Loan office. He stops the taxi to investigate.

Scene 2: The Bank Run of 1929
The Wall Street Crash has forced a run on the Building & Loan’s capital and Potter has seized his chance to break George. Potter has taken over the town’s bank and closed it until the following week. Despite George’s best efforts, people are nervous and want to withdraw their savings and investments. Mary enters and offers her and George’s $2000 honeymoon money to pay people what they need until the bank re-opens.

Scene 3: George and Mary’s Home
Several years have passed. George and Mary have set up home in the old Granville House, where they live with their children. Under George’s direction, the Bailey Building & Loan continues to help ordinary people buy their own homes. Clara reads a letter from one of George’s grateful customers.

Scene 4: Mr Potter’s Office
Potter makes George a lucrative job offer: to run all of Potter’s properties for a generous salary, with the added incentive of business trips to New York and Europe. George is tempted for a moment but rejects Potter’s proposal.

Scene 5: World War II
President Roosevelt makes a radio address to the American people: following the attack on Pearl Harbor, the United States is at war. The men of Bedford Falls go off to war. George, medically unfit for service because of his partial deafness, bids farewell to Harry. George fights the war on the home front while Harry serves as a fighter pilot. He saves a transport full of soldiers and is a war hero.

Scene 6: Christmas Eve, 1945
George rushes in with newspapers reporting Harry receiving the Congressional Medal of Honor from the President at the White House. He is bursting with pride and plans are made for a celebration. George is about to meet with the bank examiner.

Scene 7: Uncle Billy Loses the Bank Deposit
Uncle Billy is also excited by Harry’s news. While he is depositing a large sum at the bank he is distracted by Potter’s goading and mislays the money. He panics when he can’t find it. Clara sees that Potter has the money but is remaining silent. George has learned what has happened and questions Uncle Billy: if the money isn’t found, they will be ruined.

Scene 8: George and Mary’s Home
Mary and the children are getting the house ready for Christmas morning. George enters. Events at the bank have unnerved him and he lashes out at the children. He searches through his desk for his life insurance policy.

Scene 9: Mr Potter’s Office
George goes to see Potter and asks for his help, offering his life insurance policy as equity. Potter not only refuses to help him but threatens to swear out a warrant for his arrest. In turmoil, George runs out into the winter’s night, uncertain what to do next.

Scene 10: The Bridge
George finds himself on the bridge, contemplating suicide. The recriminating voices in his head are relentless. Clara pleads with the Angels to allow George to see her. As George steps over the railing and stands on the edge, George’s family, friends, and the Angels are united in sending blessings to him. Suddenly, Clara jumps into the river below and George instinctively jumps in after her to save her. Clara reveals to George that she is his guardian angel. When George declares that he wished he had never been born, Clara decides to grant him his wish.

Scene 11: The World without George Bailey
Clara shows him what the world would be like if George had never existed. George is distraught, falls to his knees and prays to be returned to his family and friends.

Scene 12: George’s Homecoming
It’s Christmas morning and George finds himself back with his family. The whole town has come together and donated money to rescue him from bankruptcy. Clara reappears. She points out to George how each person’s life touches so many others and its significance. Clara has saved George and is awarded her wings – she is now an Angel, First Class. George, Mary, everyone in Bedford Falls unite in ‘Auld Lang Syne’.