The next time you sit down to watch Frank Capra’s 1946 Christmas classic It’s a Wonderful Life, follow along with this annotated analysis. (An abridged version of this story was published in the December 12 Daily Messenger.)

00:00:28 – James Stewart’s name shows up in the opening titles. This was Stewart’s first film after returning home from serving in World War II, where he received the Distinguished Flying Cross for leading a squadron in a series of attacks in Germany in early 1944. He remained in the Air Force reserves after the war.

00:02:41 – The first heavenly meeting between Clarence Oddbody, AS2 (that’s “Angel, Second Class”) and his boss, Joseph. Note the introduction of Clarence’s theme music, “Twinkle Twinkle Little Star.” We’ll be hearing that again.

00:02:57 – Joseph references someone giving up their “greatest gift,” their life. “The Greatest Gift” was the title of the 1945 short story by Philip Van Doren Stern on which Capra based this movie.

00:03:50 – In a nice moment (one we’d call “meta” today), the camera’s perspective mimics Clarence’s vision, gradually coming into focus on our Earthly plane so we can see what he “sees.”

00:04:52 – In 1919, young George’s Bailey lost the hearing in his left ear when he jumped into a frozen pond to save his kid brother Harry, who’d fallen in during a sledding accident. To look at that set, though, you have to wonder: Why would the boys be sledding towards a break in the ice?

00:05:05 – Our first glimpse of the oversized outdoor set constructed for Bedford Falls. According to the Internet Movie Database, it occupied four acres of RKO movie studio property, included residential and commercial “neighborhoods” and took two months to build.

00:05:39 – The first time the song “Buffalo Gals” is heard, in Mr. Gower’s drug store and soda shop. Like “Twinkle Twinkle,” this is a signature tune for It’s a Wonderful Life.

00:07:00 – In this scene we met young versions of Violet Bick and Mary Hatch, both showing signs of the remarkable consistency that will distinguish their characters as adults – and the same can be said of the entire Bedford falls community that Capra has created. There’s a comforting sense of permanence in our getting to know these characters from their earliest years onward.

00:08:41 – More Capra comfort, in the form of an ad for Sweet Caporal cigarettes: “Ask Dad. He Knows.”

00:09:40 – We first meet Mr. Potter, “the richest and meanest man in Bedford Falls.” Vincent Price was reportedly an early choice to play Potter; Lionel Barrymore took the role instead. Check out the ornate woodwork on Potter’s wheelchair – a quick visual cue to the character’s penchant for self-indulgent excess.

00:10:20 – As George is escorted out of his father’s office, stay alert for a subtle moment of clever sound design. Though barely audible, we can hear Peter Bailey (Samuel Hinds) admonish his foe still in the room: “Mr. Potter, you humiliated me in front of my son.”

00:11:36 – The action switches from 1919 to June 1928, as young Harry is graduating from high school. George was 12 in 1919, so he’s 21 now, and itching to leave town after four years of helping his father run the Bailey Building & Loan.

00:12:45 – Before he can leave town, George accepts a gift of luggage from his former employer, Mr. Gower. This is the first sign of the gratitude building for George from the people of Bedford Falls.

00:13:25 – We meet Bert the cop (Ward Bond) and Ernie the cab driver (Frank Faylen). Jim Henson would later insist the names of his famed Sesame Street characters were unrelated to this earlier onscreen pair.

00:14:24 – Adult Humor Alert: When the Baileys’ maid Annie (Lilian Randolph) wishes that all young people could be girls, George’s mom (Beulah Bondi) retorts, “If they were all girls, there wouldn’t be … oh never mind.”

00:15:35 – In all the times I’ve watched this movie, I never noticed the Baileys’ fascination with lepidoptery. Check out the mounted butterfly samples over Peter Bailey’s shoulder in the dining room.

00:17:27 – George comments on his father’s “shabby little office,” a moment of casual cruelty that suggests the son’s next-generation yearning for something new. Frank Capra is often dismissed as a director of sunny, upbeat films, but quick moments like this – and much of George’s tormented character – clearly show It’s a Wonderful Life as perhaps the darkest of Christmas classics.

00:20:24 – The first appearance of Donna Reed as Mary Hatch, George’s future wife. The actor playing Freddy, her would-be paramour, is Carl Switzer, better known as Alfalfa from the vintage “Little Rascals” shorts.

00:22:24 – Freddy and a pal open up the floor of the auditorium, where a pool underneath awaits. This was no constructed set, but an actual facility that still exists at Beverly Hills High School. No word on whether Charleston dance contests are still held there.

00:24:05 – A second reference to “Buffalo Gals,” this time as George and Mary walk home.

00:26:34 – Following George’s lead, Mary makes a wish and throws a rock through the window of the Granville house. This allows her to silently stake her claim on George (in a contrast with his own wishes, which are all about leaving town) and, I think, to shut him up about his ravings of far-off adventures.

00:33:14 – Following Peter Bailey’s death from a stroke, adult George confronts skinflint Mr. Potter for the first time – a more sophisticated rant than the one he presented to Potter as a boy – giving us a chance to see the first time how quickly his character’s earnestness can turn to sadness, and then anger. Stewart has gotten a bad rap over the years for “playing himself,” but scenes like this one show his craft at work.

00:34:45 – “But George, they’ll vote with Potter otherwise”: Guilt, and obligation, force George into his first act of self-sacrifice.

00:36:58 – It’s spring 1932, and George learns Harry has graduated from college with a wife and a job prospect that will take him to Buffalo. Left alone for a moment, George lets his guard down and presents as shifty, furtive: You can see him feeling the implications of Harry’s good news on his own life. He’s trapped.

00:38:31 – Drunk Uncle Billy (Thomas Mitchell) exits off-camera and crashes into something. Legend has it this was an unscripted moment – a crew member had dropped some equipment, causing accidental clatter – but Mitchell ad-libbed, yelling “I’m all right, I’m all right.” Capra loved the effect and left it in.

00:41:30 – The first big scene between Stewart and Gloria Grahame as a grown-up Violet Bick. Nothing special to say here; I just like Gloria Grahame.

00:42:00 – George hems and haws, wandering around town in a deliberate attempt to delay getting to Mary’s house. He’s a smart guy, and understands what awaits him there: Love, marriage, and a lifetime in Bedford Falls – the last thing he wants.

00:43:29 – The film’s third “Buffalo Gals” moment.

00:46:00 – Don’t you just hate Mary’s mother? It’s nice to want the best for your daughter, but she’s not much of a host: With George downstairs, all she can talk about is getting rid of him so Mary can take Sam Wainwright’s call.

00:46:40 – The Rochester reference in Sam call to Mary and George is another confirmation of the long-held belief that Bedford Falls is modeled after Seneca Falls, NY.

00:47:50 – There’s genuine smoldering sexual tension in this phone scene between George and Mary – including the passion with which he violently denies his love for her, immediately followed by giving in to those feelings. Best of all, of course, it sends her mother back to her upstairs bedroom, crying.

00:51:35 – The run on the bank, shot outdoors in the rain, features a great moment in which Stewart, shot from behind, approaches a crowd of umbrella-toting townspeople – a mute mob looking to George to save them, one way or another.

00:54:00 – Old man Potter buys the bank, and then tries unsuccessfully to do the same with the Building & Loan. How much money does this guy have, anyway? And if he’s so rich, why is he still living in sleepy old Bedford Falls? Is he a secret sentimentalist?

00:57:30 – It’s the heart of the Great Depression, and George has given the clients of his Building & Loan a rousing we’re-all-in-this-together speech. Immediately following this, one of the clients, Tom, wants every penny of his $242 handed over to him, right now. Tom’s a jerk.

00:58:16 – On the other hand, there’s Miss Davis – played by Ellen Corby, later of “The Waltons” – who asks for only $17.50 and earns a kiss on the cheek from George.

00:59:55 – Having exhausted their $2,000 honeymoon bankroll on saving the Building & Loan, George and Mary spend their wedding night in that same dilapidated Granville house whose windows they once broke. Arriving there seems to surprise George, which makes me wonder: Did they buy the house, or are they basically squatting?

01:01:40 – George can’t even get out of Bedford Falls for a honeymoon. But as Capra pans lovingly across the makeshift wedding-night feast Mary has prepared for him in their dubiously claimed home, it’s hard to feel too sorry for the guy.

01:03:28 – In this scene, crooning in the rain to the newlyweds, Ernie and Bert confirm their status as this film’s version of the mice in Cinderella.

01:06:15 – Great Line Alert: “That Bailey family’s been a boil on my neck long enough.”

01:07:19 – Potter offers George a job paying 20,000 a year – roughly $335,000 in today’s funds. When George first sits down, note the skull paperweight on Potter’s desk. This guy is a serious villain. And yet, he really understands George’s inner demons: His speech about George’s self-resentment, and yearning to break free from his life, hits home.

01:12:55 – The voiceover narration switches for a scene from Clarence and Joseph to George himself, as he ruefully recalls his grand, impetuous speeches about living a life of adventure. Then he sits down with Mary and learns that they’re about to embark on a completely different journey: She’s “on the nest,” pregnant with Tommy, the first of what will eventually be four children.

01:16:00 – Joseph’s narration to Clarence about the next several years of George’s life includes a long description of how George and his fellow townspeople fared during World War II – with overseas duty for some, and rubber and paper drives back at home for George and others. Viewed through today’s eyes, these scenes don’t add much to the movie except to indicate the passage of time – but for a film released barely a year after the end of that war, it must have meant much more to Capra, Stewart and audiences everywhere.

01:16:34 – We’ve arrived at the “present” – 10:00 a.m. on Christmas Eve, 1945. The rest of the film takes place in this one day.

01:18:45 – Mr. Carter, the bank examiner, wants to spend Christmas in Elmira with his family. Who can blame him?

01:19:36 – In a key moment, Uncle Billy absent-mindedly wraps up the cash for his bank deposit into Potter’s newspaper and slaps the bundle at Potter with a misguided flourish. So long, money. But that deposit of $8,000 would amount to just over $100,000 today, begging a question: Why would he wait so long to deposit that much cash?

01:24:27 – George, panicked and deep in despair, reacts badly to the gentle chaos of a Christmas Eve tableau at home.

01:26:44 – Meet Zuzu Bailey (Karolyn Grimes), George’s youngest daughter, likely named for the Nabisco ginger-snap cookie of the time.

01:28:55 – The way George overreacts to Zuzu’s cold is understandable – he’s desperate to control something, and yelling at her teacher (and Mr. Welch, the teacher’s husband) will do in a pinch.

01:30:22 – Destroying his model bridge, for a man who once dreamed of building things, represents a major tantrum in front of his wife and children. George can feel it, too, which is why he calms down for a minute.

01:33:00 – Another meeting between George and Potter, in which the old man brings out the long knives to torture his finally vulnerable foe. The film never shows Potter receiving any comeuppance for his misdeeds, which is unusual for a picture of this era. (A vintage episode of “Saturday Night Live” once explored that omission. Check it out here.)

01:36:00 – George prays for help at Martini’s bar, and gets a punch in the nose. Also an angel, but he doesn’t know that yet.

01:38:36 – Clarence (Henry Travers) finally appears onscreen, and Capra gives us a terrific birds-eye-view shot of the angel, then George, jumping off the bridge into the icy water. In the next scene we hear a reprise of the “Twinkle Twinkle Little Star” theme that announced Clarence’s offscreen arrival early in the film.

01:44:04 – George gets his wish to have never been born.

01:45:45 – The events of his Christmas Eve begin to replay in reverse, starting with a second meeting with the homeowner whose tree he hit with his car. The car’s gone now, of course.

01:46:48 – That’s Sheldon Leonard as Nick, the head bartender at Martini’s (now “Nick’s”) bar. In real life Leonard went on to become a hugely successful producer of TV shows including “The Dick Van Dyke Show,” “The Andy Griffith Show” and “I Spy.” Here, though, he’s just a grouchy barman in George’s alternate universe.

01:48:20 – Great Line Alert: “Every time you hear a bell rings, it means that some angel’s just got his wings.”

01:49:20 – George’s onetime employer Mr. Gower (H.B. Warner) arrives at the bar, haggard and destitute, immediately suggesting the far-ranging depth of George’s absence in this timeline.

01:52:46 – George surveys the Main Street of what should be his home town, but has been overrun with pawn shops, strip clubs and gambling establishments. Under the watchful eyes of Mr. Potter, Bedford Falls (excuse me, “Pottersville”) has become Sin City.

01:54:00 – As George is driven home by Ernie the cab driver, an eerie piece of sci-fi music arrives on the soundtrack. In the next scene, George’s survey of his home – back to its rundown state, as he and Mary never moved in – is shot with heavy shadow: Film noir overtones in a Christmas movie.

01:56:20 – “Twinkle Twinkle Little Star” again, as Clarence vanishes out of police custody. Not a bad trick to have in your back pocket.

01:56:40 – Beulah Bondi returns as George’s mother, and gives the film another quick shot of dark authenticity in a few lines that underscore just how much people have changed in this new, George-free reality.

01:58:05 – Another stark cue of George’s importance, as Bailey Park – once the setting for all the homes sponsored by the Building & Loan – is now a cemetery. Here George finds the grave of his brother Harry, who died as a young boy. With this, the film becomes a kind of ghost story, just for a moment.

02:00:50 – Bert the cop takes a few shots at George – not smart on a crowded Main Street, but one gets the impression that this sort of thing happens all the time in this dark-tinged version of reality.

02:01:25 – George arrives back at the bridge, sweating pretty hard for a guy who’s been running around on a snowy December night with no overcoat. (In reality, this scene was shot in early summer – a better explanation for Stewart’s shiny forehead.) Snow begins to fall, signifying a return to George’s real life, the moment he says “Please God, let me live again.”

02:02:34 – George begins his exuberant victory-tour footrace through Bedford Falls, including a jog past the local movie theater playing The Bells of St. Mary’s. That film was released in early December 1945, so it’s unlikely that it would be playing just three weeks later in a sleepy town like Bedford Falls.

02:05:00 – Back at the house, George barely seems to notice the warrant for his arrest; he can’t take eyes off his wife and kids. A minute later the town arrives, virtually en masse, to lavish their friend with long-overdue thanks – and a lot more cash than could ever fit in the luggage Mr. Gower first bought for George.

02:07:15 – Janey gets to play “Hark the Herald Angels Sing,” which she was rehearsing in that earlier scene where George went berserk.

02:07:55 – Harry Bailey arrives. I always tear up at his toast to “My big brother George, the richest man in town.”