James Stewart George Bailey Donna Reed Mary Hatch Lionel Barrymore Mr. Potter Thomas Mitchell Uncle Billy Henry Travers Clarence Beulah Bondi Mrs. Bailey Frank Faylen Ernie Ward Bond Bert Gloria Grahame Violet H.B. Warner Mr. Gower Frank Albertson Sam Wainwright Samuel S. Hinds Pa Bailey Mary Treen Cousin Tilly Virginia Patton Ruth Dakin Sarah Edwards Mrs. Hatch William Edmunds Mr. Martini Lillian Randolph Annie Argentina Brunetti Mrs. Martini Robert J. Anderson Little George Sheldon Leonard Nick Frank Hagney Potter's Bodyguard Ray Walker Joe (Luggage Shop) Charles Lane Real Estate Salesman Jean Acker Townswoman (uncredited) Ernie Adams Ed (uncredited) Stanley Andrews Mr. Welch (uncredited) Sam Ash Nervous Banker (uncredited) Lane Chandler Policeman (uncredited) Edward Clark Building & Loan Board Member (uncredited) J. Farrell MacDonald Man Whose Grandfather Planted Tree (uncredited) Frank O'Connor Military Officer in Montage (uncredited)