<P> When George says he wishes he had never been born, Clarence decides to grant his wish and show George an alternate timeline in which he never existed . Bedford Falls is named Pottersville and is a less congenial place . Mr. Gower has recently been released from prison for manslaughter, because George was not there to stop him from putting poison in the pills . The Building and Loan has closed down, as George never took over after Peter's passing . </P> <P> George's mother does not recognize him; she reveals that Uncle Billy was institutionalized after the collapse of the Building and Loan . In the cemetery where Bailey Park would have been, George discovers the grave of his brother . Clarence tells him all the soldiers on the transport died, as Harry was never there to save them, because George had never saved Harry from drowning . Mary, who works at the library, never married; when George says he is her husband, she screams for the police, causing George to flee and the local policeman to give chase . </P> <P> George, now convinced that Clarence is really his guardian angel, runs back to the bridge and begs for his life back; the alternate timeline changes back to the original reality . George runs home to await his arrest . Mary and Uncle Billy arrive, having rallied the townspeople, who donate more than enough to cover the missing $8,000 and for Potter's warrant to be torn up . Harry arrives and toasts George calling him "The richest man in town". A bell on the Christmas tree rings, and his daughter recalls a story that says the sound means that an angel has just earned his wings, signifying Clarence's promotion . </P> <Table> <Tr> <Td> <P> Credited cast </P> <Ul> <Li> James Stewart as George Bailey </Li> <Li> Donna Reed as Mary Hatch Bailey </Li> <Li> Henry Travers as Clarence Odbody </Li> <Li> Lionel Barrymore as Mr. Henry F. Potter </Li> <Li> Thomas Mitchell as Uncle Billy Bailey </Li> <Li> Beulah Bondi as Ma Bailey </Li> <Li> Frank Faylen as Ernie Bishop, the cab driver </Li> <Li> Ward Bond as Bert, the cop </Li> <Li> Gloria Grahame as Violet Bick </Li> <Li> H.B. Warner as Mr. Emil Gower </Li> <Li> Todd Karns as Harry Bailey </Li> <Li> Samuel S. Hinds as father Peter "Pop" Bailey </Li> <Li> Lillian Randolph as Annie, maid </Li> <Li> Frank Albertson as Sam Wainwright </Li> <Li> Virginia Patton as Ruth Dakin Bailey, Harry's wife </Li> <Li> Mary Treen as Cousin Tilly, employee </Li> <Li> Charles Williams as Cousin Eustace, employee </Li> <Li> Sarah Edwards as Mrs. Hatch, Mary's mother </Li> <Li> William Edmunds as Mr. Giuseppe Martini </Li> <Li> Argentina Brunetti as Mrs. Martini </Li> <Li> Bobby Anderson as Little George Bailey </Li> <Li> Ronnie Ralph as Little Sam Wainwright </Li> <Li> Jean Gale as Little Mary Hatch </Li> <Li> Ray Walker as Joe </Li> <Li> Jeanine Ann Roose as Little Violet Bick </Li> </Ul> </Td> <Td> <Ul> <Li> George Nokes as Little Harry Bailey </Li> <Li> Danny Mummert as Little Marty Hatch </Li> <Li> Sheldon Leonard as Nick, the bartender </Li> <Li> Frank Hagney as Potter's mute aide </Li> <Li> Charles Lane as Potter's rent collector </Li> <Li> Larry Simms as Pete Bailey </Li> <Li> Carol Coomes (AKA Carol Coombs) as Janie Bailey </Li> <Li> Jimmy Hawkins as Tommy Bailey </Li> <Li> Karolyn Grimes as Zuzu Bailey </Li> </Ul> <P> Uncredited cast </P> <Ul> <Li> Charles Halton as Mr. Carter, bank examiner </Li> <Li> J. Farrell MacDonald as the man whose great - grandfather planted the tree that George drives into </Li> <Li> Harry Holman as Mr. Partridge, High School principal </Li> <Li> Harold Landon as Marty Hatch, Mary's brother </Li> <Li> Carl "Alfalfa" Switzer as Freddie (Mary's annoying high school suitor) </Li> <Li> Mark Roberts as Mickey (student with the key to open up pool) </Li> <Li> Max Wagner as Cashier / Bouncer at Nick's Bar </Li> <Li> Dick Elliott as fat man on porch </Li> <Li> Tom Fadden as Bridge Caretaker </Li> <Li> Stanley Andrews as Mr. Welch, teacher's husband </Li> <Li> Al Bridge as Sheriff with arrest warrant </Li> <Li> Ellen Corby as Miss Davis </Li> <Li> Marian Carr as Jane Wainwright, Sam's wife </Li> <Li> Adriana Caselotti as the singer in Martini's Bar </Li> <Li> Joseph Granby as Angel Joseph (voice) </Li> <Li> Moroni Olsen as the Senior Angel (voice) </Li> </Ul> </Td> </Tr> </Table>

Who said every time a bell rings an angel gets its wings
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