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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 security, no stocks, no bonds; nothing but a miserable little five-hundred dollar equity and a live insurance policy. Eh he he he! You're worth more dead than alive! Why don't you go to the riff-raff you love so much and ask them to let you have eight-thousand? You know why? Well, 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!
~ Mr. Potter's infamous reply to George Bailey's plea for help.

Henry F. Potter, generally referred to as simply Mr. Potter, is the main antagonist of the 1946 legendary Frank Capra film It's a Wonderful Life. He is the wealthiest and meanest man in Bedford Falls, who is bent on either destroying or taking control of George Bailey's company Bailey Brothers Building and Loan in order to take complete control of the town.

He occupies slot #6 on the American Film Institute's 2003 list of the 50 Greatest Villains in American film history.

He was portrayed by the late Lionel Barrymore.


Henry F. Potter is a heartless, cold, apathetic and sinister man throughout the entire film. Everything that Mr. Potter does in the film is motivated by money, greed and a longing for more power over others. Be it "saving" George Bailey's clients during a bank run or offering George the job of his dreams, all are thinly veiled plots to fill his own wallet and increase his influence over the town and his people.

Not much is revealed about his personal life aside from that he is single, and never has had a wife, children or any close or distant family members, and he is confined to a wheelchair for reasons that are never explained (which is due to Lionel Barrymore's real-life health conditions, although a likely non-canon explanation was polio, which was a common ailment of those times). Because of his disability, Potter gets where he wants to go in a wheelchair, and has a bodyguard who never says anything. Whether the bodyguard is mute or taciturn is never revealed, although he is seen always by Mr. Bailey's side and doing jobs such as pushing his wheelchair. Arguably the bodyguard's loyalty to Potter is not altruistic, but rather than he is getting a steady paycheck from doing so.

Though he is also a mill owner, banker, and slumlord, Mr. Potter is a businessman at heart. If there's one thing he's talented at besides making people's lives miserable, it's his ability to manage, plan, and keep order. During the whole length of the film, he seems particularly deft in the ways of finance and business, much to the chagrin of the good people of Bedford Falls. His business propositions may seem fair, even charitable at first, but his ulterior motives are of a far more sinister nature. Thus, he will stop at nothing so long as it means more money in his coffer and the downfall of the Bailey Building & Loan. In his first appearance in the film, he is seen being transported in a decorative horse and buggy. In Henry Potter's early years, he owned a horse-drawn carriage for somewhat longer trips. When the Angel 2nd Class Clarence Odbody (who is researching George's life) is given a tutorial by his superiors, his first exposure (as well as that of the audience) to Henry Potter was through his coach. The coach is well-maintained and decorated with the family crest and monogrammed "HP", which likely inspired Clarence to ask "Who is that, a king?", to which his superior, Joseph, answers "No, that is Henry Potter, the richest and meanest man in the county!"



Almost nothing his known of his early life nor why he was crippled,he presumably was born in the middle 1800s,since he was at least middle aged when George Bailey was still young

Early Encounters[]

In 1919, Mr. Potter, even before the story starts, has already tried many times (albeit fruitlessly) to nab the Building & Loan company from Peter Bailey, proprietor for many years. His first run-in with George Bailey was in the middle of a business meeting when a very young George needed to ask his father, Peter Bailey, an urgent question about chemicals as he found cyanide in a child's medicine bottle at work. Potter is annoyed at Peter Bailey for refusing to foreclose on debtors who are past due, whereas Peter rebuts by saying the economic downturn has hit people hard, which will only be worsened by immediate foreclosures. When Henry Potter berates the elder Bailey, this infuriates the younger Bailey, who interrupts the business meeting to tell Potter he is nothing but mean-spirited. To Potter, this action by George convinced him further that the Bailey clan was annoyingly upstanding.

When Peter Bailey dies from a sudden stroke some years later, a 20-year-old George must abandon his dreams of going off to college or traveling the world. Mr. Potter takes advantage of the crisis by attempting to take control of the Bailey Bros. Building & Loan, which he admittedly has the right to do as the principal shareholder in the company. The bereaved George must fend off Potter in order to save the Building & Loan. The rest of the savings bank's board of trustees endorse George's leadership, thwarting Potter's plans to take complete control of the Bedford Falls financial market; but it ends up costing George heavily. The board's decision is contingent upon the son taking over full-time management of the struggling, marginal business.

In one scene, Potter is reviewing current loans for the company. He is annoyed to see that George underwrote a $5,000 loan for a taxi driver named Ernie Bishop. Bishop has had a lack of past history of savings or credit, but his loan application was approved on the basis that George was willing to vouch for his character. This annoys Potter, who snarkily remarks that future applicants only need to go shoot pool with George to get the loan. Potter snorts, "What does that get us? A discontented, lazy rabble instead of a thrifty working class." Mr. Potter slumps in his wheelchair when having to face Peter Bailey and his minor son George. Later in around 1930, when there is a bank run at the Building & Loan, Mr. Potter tries again to cripple the company. He offers fifty cents ($0.50) on the dollar for George's clients to put their accounts in Potter's bank. George refuses, and instead creatively offers each client his own honeymoon money ($2,000) to hold them over until the weekends when the money arrives in the Building & Loan vaults, and the depositors decide to trust George, withdrawing no more than what they need for the week.

First Real Attempt: Temptation[]

Years later, Mr. Potter's own investments and income are threatened by Bailey Park, a new suburb-like development upstart by George's company. Complaining that the Building & Loan has "been a boil on my neck long enough," Mr. Potter summons George to his office and extends him the job offer of his dreams; on the condition that he turn the Building & Loan over to Potter, George will receive a plentiful salary with a bonus.

Mr. Potter, by this time, knows that George has always wanted but never received. There are four things Potter knows that George has always desired, and implements these in a dastardly scheme to coax the Building & Loan from George's safe hands.

Sensing George's desire to leave Bedford Falls behind and see the world, Mr. Potter proposes George an incredibly profitable career at Potter's company, running all of Potter's properties and financial affairs. George is offered an immense salary, benefits and business trips to New York City and maybe even Europe.

George initially takes the bait, and he asks for 24 hours to talk it over with his wife, Mary. Potter agrees to let George think his offer over. But once he shakes Mr. Potter's hand, George somehow has an epiphany when he realizes Potter's true intentions, and refuses him.

Second Real Attempt: Arrest (and Death)[]

During World War II, Mr. Potter becomes head of the draft board in Bedford Falls. He is satisfied to see that George is ineligible to serve on the war front because of deafness in his left ear; it is a scar and trophy from when his brother Harry fell through the ice at the age of nine and George rescued him from the freezing waters. Instead, George stays behind and fights the "Battle of Bedford Falls", supervising scrap metal drives and allocating ration coupons.

On Christmas Eve 1945, George's brother Harry (serving as a U.S. Naval Aviator) is to return to Bedford Falls after being decorated with the Medal of Honor for saving the lives of countless soldiers on a troop transport in the war. George's scatterbrained Uncle Billy, an associate of the Building & Loan since Peter Bailey's days, arrives in Potter's bank with $8,000 to deposit and a newspaper in his hand. The miser is wheeled into the bank in his wheelchair by his long-term bodyguard, is greeted by four bankers and then, sarcastically, by Billy, who is brandishing a copy of the Bedford Falls Sentinel.

Well, good morning, Mister Potter! What's the news? Oh, well, well, well: Harry Bailey wins Congressional Medal. That couldn't be one of the Bailey boys. You just can't keep those Baileys down, now, can you, Mister Potter?

And after Potter acknowledges "Slacker" George's 4-F status (his deaf ear already having rendered him unfit for military service), Billy adds the frosting to the cake:

Some people HAD to stay behind. Not every heel was in Germany or Japan!

Uncle Billy then throws the newspaper (and the money he inadvertently wrapped inside of it) down on Potter's lap and happily trots back to the register. Meanwhile, Potter goes into his office and discovers the $8,000 in an envelope, neatly wrapped, lying on the Sentinel. In his office, when Potter sees the money, he asks his bodyguard to be wheeled back to the door. Taking a peek into the lobby and seeing the absent-minded Uncle Billy frantically searching the bank for his envelope, Potter takes delight in the misfortune of the man who just taunted him. He hides inside his office, stealing the money, knowing the ensuing ruin that will happen for George's company.

Later that night, George has discovered Billy's slip-up. The company is inexplicably short $8,000 and the bank examiner is due shortly. George realizes what this means: bankruptcy of the company, scandal, and jail for whoever is responsible. If George goes to jail, Potter will control the Building & Loan, his family will suffer, and he will be shamed for the rest of his life. At first, he briefly entertains of the notion of having his uncle accept responsibility for the act, but he realizes that he must save the bank. Obsessed with clearing his own name and saving the business his father started, George goes to the only person he knows who has enough money: Mr. Potter. A distraught George pleads for help from Mr. Potter. Potter at first feigns ignorance of the lost money, but gets in his chance for some insults by asking if George has been embezzling in order to gamble or patronize a prostitute. Mr. Potter insults George in his moment of need: "You used to be so cocky..."In this, George's ultimate moment of need, Potter merely taunts the desperate George cruelly.

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.

Although it is George, Potter also thinks about money: a meager loan would be enough to hold George over. When Potter asks for collateral for the loan, and George offers a $15,000 life insurance policy with a $500 cash value: a trifling sum in 1945. Once more, Potter has an obsession over money and a disregard for human feeling and says his most vile line in the film.

You're worth more dead than alive.

Potter then telephones the police and puts out a warrant for George's arrest. The charges are on malfeasance, manipulation, and misappropriation of funds. George, realizing Potter's statement might be true, walks out of the building and drives off, having lost faith in the world and mankind.

During the "Pottersville Sequence"[]

When George Bailey met Clarence and was given a chance to see what life was like if he had never been born, it's revealed that without George, after Pa Bailey died, Mr. Potter was able to permanently shut down the Building & Loan and changed the name of the town from Bedford Falls to Pottersville which was filled with miserable people, strip clubs, pawn shops, whisky joints, casinos, crime and violence. It was unknown if this was the "thrifty working class" Potter envisoned, but more likely in that he allowed such disreputable businesses to open up shop in Pottersville as they peddle addictive goods and services, which of course was a good way to fatten his own wallet, and much easier than that of running a legitimate business.

After the "Pottersville Sequence"[]

Later that night, Potter sees George once more, happy, as if he had never lost $8,000 and was positively overjoyed at the thought of a prison term. George shouts "Merry Christmas!" to Potter and rushes off. Mr. Potter responds: "And a Happy New Year to you... in jail! Go on home. They're waiting for you." This is Mr. Potter's final scene in the movie.

When George returns to town, he has triumphed over Potter, because he finally realizes that all he has done for Bedford Falls has resulted in a constituency that supports George more than they do Potter, making him an important leader of his community, deeply respected and admired. This is evident when most of the town raise a collection to help make up the financial loss, culminating with a massive advance of $25,000 supplied by George's wealthy industrialist friend Sam Wainwright that more than makes up the difference. Even though Potter still remains George's rival in business, he doesn't hold their trust or their love. With that kind of support, the young Bailey's eventual triumph over the aged Potter is all but assured.

Controversial Fate[]

Mr. Potter is somewhat infamous for seemingly getting away with all his horrible actions at the end of the film, at least in the short–term, which is especially odd considering the strict, politically correct censorship standards in use at the time the film was made in accordance to the Hays Code, which were quite insistent that villainous and amoral characters suffer just punishment for their actions or repent for their wrongdoings.

This was parodied in a Saturday Night Live sketch showing an "alternate ending" where the townspeople form an angry mob and chase Potter a la the 1931 film Frankenstein. This was based on a so-called 'lost ending', that would have had Mister Potter (portrayed by Jon Lovitz) dying as he fondled the money Billy lost. It was considered too dark a counterpoint to the film's uplifting ending and whether the filmed scenes even exist is uncertain.


SNL and Dana Carvey perform the "Alternate Ending of Its a Wonderful Life! Best of Dana Carvey

But as noted above, Potter was a man in decline, both health-wise, and in his power over the town. However long he lived, people were already leaving his run-down housing in droves, and with the post-war recovery, there is no reason to believe this would do anything but accelerate. It's not hard to imagine that, after his passing, a hard look at his finances would reveal holes in his supposed wealth, possibly even unpaid taxes. Robber Barons like the ones he is modeled after often flouted the law where they could. Even if Potter skated free of even the consideration of criminal charges for all his time on Earth, in the end, he was left with one wretched thing: his own company.

The portrayal of the villainous Potter supposedly led FBI Director J. Edgar Hoover to place the cast and crew on his infamous watch lists for subversion, feeling that his portrayal was an attack on capitalism. If true, then the Director (perhaps selectively) failed to see several positive examples of the same in the film, including the Baileys, Sam Wainwright, the small businessmen like Martini and Gower, and the understanding Bank Examiner at the end. A popular revisionist view among certain political pundits has it that it is really Potter and the pre-reform Ebenezer Scrooge who are the true financial heroes - though the originators had mainly meant this idea humorously.


In the 1977 TV movie remake It Happened One Christmas, Potter was played by another film legend, in this case, the late Orson Welles, a contemporary and fellow of both Lionel Barrymore and original film director Frank Capra.



  • In the musical play A Wonderful Life, Potter is portrayed as a man of more moderate age. One villainous moment is handed ironically to Harry Bailey, who actively balks at taking over the Savings and Loan, breaking his promise to George out of bitter contempt for the S&L and its worth. In the film, George simply allows Harry to go to his new job with his blessings.
  • His actor was actually a paraplegic, which means he and his character cannot walk, so there is actually always his assistant that is around pushing him, something many people don't notice.

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