Henry F. Potter, the villain’s villain

Bedford Falls nearly crumbles because of his greed and the heart of one of the purest, kindest characters to ever appear on film is nearly destroyed because of the venom he spews.  This is the story of Henry F. Potter, the villains villain.



As the only son of Harrison Potter and Mildred Forrester Potter, Henry was raised in affluence in Rochester, New York.  The wealth in the family came from the Forresters who’d made their fortunes through shady business ventures and crooked local politics.

Harrison Potter, an ex-athlete took to the bottle regularly and thus had a difficult time holding a job and relating to his only son, which were constant causes of consternation for Mildred who became increasingly bitter through the years.  Mildred put up with constant reminders from her family regarding her poor choice of husband and found solace only in her son, Henry.  Mildred’s joy manifested itself only by way of instilling in Henry her family creed, “the only way to get ahead is to take what’s yours by will or force” and watching the boys eyes fill with possibility.

Ever fascinated by his mother’s family’s wealth, Henry Potter’s greatest gift from an early age was the ease with which he abused those weaker than himself.


As the image above shows, Henry enjoyed pretending to be desolate only to take advantage of those he deemed inferior, which was pretty much everyone he ever encountered.  His power plays as a youth proved useful as the boy matured and soon enough he was playing games that yielded payment well beyond mere entertainment.

Henry Potter began to tap the Forrester well early in his teens, at about the same time Harrison Potter died of liver failure.  Ever interested in finance, Henry made it to Cornell University, but attended the highly regarded institution for only one year due to the small matter of a cheating scandal he was central to.  His record remained clean after the incident thanks to the Forester money, but Henry took the opportunity to leave school for good.  He was sure he knew all he had to know to make it on his own and moved to nearby Bedford Falls, a small, inconsequential town that was ripe for the taking.  Even at the ripe age of nineteen Henry Potter knew that a small town posed a much shorter ladder to the top than a big city like New York where he’d been expected to go after graduation.  Using his mother’s money to venture forth by way of shady business deals himself, the young man bought a mill, which became the rung on which he built his empire by taking a stronghold of the banking industry in Bedford Falls.

As was the case when he was child only now on a bigger stage with higher stakes, the best part of Henry Potter’s day was when he was able to seize the opportunity to crush the dreams of the small, mindless, worthless men he was forced to deal with.  Those men and their families were nothing more than annoyances, the worst of which was Peter Bailey who possessed the kind of traits Potter abhorred.  Anyone who lost focus of the one goal that mattered – to have it all – was a waste of a human being as far as Henry Potter was concerned.  Peter Bailey and his family would remain the bane of Potter’s existence for decades but they didn’t stop him from becoming the richest man in Bedford Falls.

The story depicted in Frank Capra’s It’s a Wonderful Life begins in 1919 and spans through the Roaring Twenties and through the Second World War.  That’s 27 years during which Henry F. Potter perfected and spread his venomous existence in the otherwise sleepy town.  Rather than retell the familiar story in Capra’s popular movie, following are mentions of a few of the instances where Potter’s evilness rears its ugly head, although his brand of evil is a constant force in every moment of the story.

We first see Mr. Potter in It’s a Wonderful Life when a young George Bailey goes to see his father at the Bailey Bros. Bldg and Loan Association.  George seeks his father’s advice about an incident he witnessed at the drug store where he works.  The boy walks into his father’s office where there is a meeting going on.  Mr. Potter is present and pressing Peter Bailey for immediate payment on a $5,000 loan.  Bailey is requesting an additional thirty days for repayment, stating that the people who owe this money have families and children who can’t be pressed or put out on the street on a moment’s notice.  Potter’s response drips of disgust, “they’re not my children” he says as if he’d taken a swig of milk of magnesia.


Empathy is foreign to Henry F. Potter (he added the “F” for effect when he entered college, by the way).  The fact that people are out of work and struggling do little more than offend his sensibilities and pose an opportunity to turn over their homes to make more money.  Potter was never interested in having a family and less interested in having friends.  The fact that Peter Bailey values both of those simply means he’s destined to be a miserable failure in Potter’s eyes.

“A money-rubbing buzzard.  Sick, frustrated man – sick in his mind and soul – if he has one.”

The fact that most, particularly the Baileys, recognize the depth of Henry Potter’s evil ways does little to curb his attitude and actions.  In fact, Potter wears his black heart on his sleeve, proud that his ways are the only ones proven to yield true success in life – owning everything and everyone, making everyone else crawl in his presence.

“Starry-eyed dreamers like Peter Bailey.”

“Sentimental hogwash” Potter screams as George Bailey defends his father’s life-long ideals, the heart and empathy with which he made all his decisions all centered on helping the working people of Bedford Falls get a head in life.  George pours his heart out and Potter yawns.  To say I want to strangle him at that moment is an understatement.  I’d gladly string together Uncle Billy’s string finger reminders to make the noose.  Potter’s vision of ultimate slumlord-y-ness is at his fingertips and the Bailey Bldg. and Loan hitting hard times poses the perfect opportunity for him to pounce.


It was only due to Potter’s summoning George that the younger man ends up defending his father in Potter’s office in the first place.  Under George Bailey’s tutelage, the Bldg and Loan reaches a certain level of success, pushing the family values ticket far enough to make Bailey Park – where dreams of the working class come true – large enough to cut into Potter’s holdings.  True to his villainy Potter recognizes the only way to stop the Bailey momentum is to keep his enemy close so he calls George in to make him an offer he’s sure the young man cannot refuse.  “You’ve beaten me, George” he says and goes on to offer the opportunity of a lifetime, a $20,000 dollar a year job, which would give George a chance to fulfill his life-long dream –  to see the world that exists outside Bedford Falls.  George Bailey is tempted.  So much so that he’s initially speechless with gratitude, but when he sees his hand joined with Potter’s in a handshake he suddenly feels ill.  This is after all “the scurvy little spider” whose actions resulted in his father’s death.



When war came to America the citizens of Bedford Falls heeded the call to arms as did the rest of the country.  Every citizen did their part whether by way of volunteerism, running scrap drives or assisting and comforting the families whose sons went off to war.  Mr. Potter became the head of the draft board thoroughly enjoying making decisions about which poor, deadbeat citizen wasn’t worthy of fighting.  Discarding those he deemed worthless is what Potter lived for and what drove him – this was a job he took seriously.

Then came the day before Christmas that year.

It’s approximately 10:00 am when George Bailey walks proudly about the streets of Bedford Falls distributing newspapers with headlines announcing the heroism of his kid brother, Harry Bailey.  Harry’s been awarded the Congressional Medal of Honor.

Just as George runs around town sharing the news about Harry, his Uncle Billy steps into the Bedford Falls bank to deposit $8,000 on behalf of the Bldg and Loan.  Billy too is proud of his nephew and as soon as he sees Henry Potter enter the bank he makes sure to brag about it by handing Potter the newspaper.  In his excitement, however, Uncle Billy not only hands Potter the newspaper headline, but also the envelope holding the $8,000.  Well (I say duly deflated) – the loss of that $8,000 ends up being the catalyst for the downfall of the Baileys, the downfall of all the good people of Bedford Falls and the falling into total despair of our hero, George Bailey.


potterwonderful life

Or, that’s what Henry F. Potter hopes.

Mr. Potter notices Uncle Billy’s panic about losing the $8,000 and knows the cause as soon as he unfolds the newspaper, which reveals the envelope holding the money.  Potter recognizes the gift he’s just been given – the opportunity to rid himself of the Baileys for good.  Despite the fact, to add fuel to this evil fire, that $8,000 is a mere pittance to the likes of Potter.  Yet again, ultimate evil for evil’s sake.

In any case, Henry Potter has never glowed as he does when the moment arrives, as a desperate George Bailey walks into his office begging for help.

(Potter to George Bailey) “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. You’re worth more dead than alive!”

This is as cold, calculating and vicious a man as has ever been born.


We all know the story from there, a beautiful story depicted in one of my all-time favorite movies.  But it is not perfect because Potter is subjected to no retribution for his actions.  In fact, George Bailey and the rest of Bedford Falls, excepting Potter’s mute heavy who pushes his wheelchair about, never find out what actually happened with the $8,000.  Potter also never has a change of heart, unlike Charles Dickens’ Ebenezer Scrooge to whom Mr. Potter is often compared.  This guy starts off rotten, heartless, apathetic and ends up rotten, heartless and apathetic – willing and able to go forth and ruin lives for the rest of his life.

In the end of the movie, of course, as such things go in true Capra style, George has everyone’s heart and support – the “little man” wins over seemingly insurmountable odds – and we all end up drinking a cup of kindness yet – albeit hoping Potter chokes on it.


The meanest of them all – the villain’s villain

While some villains murder and maim or live to plot the demise of others, Henry Potter lives to destroy the human spirit.

Now, despite my vote for Henry Potter as the meanest, baddest character to ever appear in a movie, the American Film Institute (AFI) list of greatest movie villains marks him at number six.  I openly dispute that.  He is listed behind Hannibal Lecter from Jonathan Demme’s The Silence of the Lambs (1991) to whom Potter would simply say, “dispense with the psychiatric mumbo jumbo and pay me the meal tax.”  Second on the list is the young Norman Bates of Psycho fame, “I’ve no time for the likes of losers like you. take your mother’s bones elsewhere.  I’ll pay you fifty cents on the dollar for your ratty hotel.”  Darth Vader, the third worst villain on the AFI list would serve Potter well as the replacement to the strong-arm who doesn’t say a word throughout It’s a Wonderful Life – “you waste your efforts in a galaxy far, far away, Vader.”  Unlike Potter who finds opportunity for evilness as it presents itself at any time in any place, Vader’s evil affectations are specific to galaxy trends and, if I may say, have been watered down substantially by the insertion of prequels before sequels inserted into skewed trilogies.

Next we have the Wicked Witch of the West played by Margaret Hamilton in the classic, The Wizard of Oz.  A great villain this Witch is – absolutely.  Except Potter would have little patience for anyone running around with flying monkeys. “I don’t care that your sister was killed, the Kansas house that killed her is from one of my Pottersville extensions.  Pay me the taxes and go on with your business”  Then, listed just above Potter is Nurse Ratched from Milos Forman’s One Flew Over the Cuckoo’s Nest (1975) who, in my opinion, gives him the most run for his money in the rotten department.  Ratched is mean for mean’s sake and takes full advantage of the weak and disenfranchised.  She is as miserable a person as there is.  But, Potter edges her out because her meanness is confined to a sanitarium and her power limited by same while his is free to roam as far and wide as Bedford Falls and Pottersville allow.


I’ll conclude this portion of my argument by saying that if the necessity were ever to arise whereupon a yearly meeting of evils was called to order, I’ve little doubt Potter would preside over the proceedings – similar to the situation in Francis Ford Coppola’s The Godfather (1972) where Vito Corleone presides over the heads of the other powerful mafia families.

Henry F. Potter would not affected by the psychopathy of the others, he’d care not whether murder was on their agenda as long as anyone who’s killed is not someone who owes him because that would affect his bottom line.  Not to mention it would also diminish the number of people he controls.  Further, Henry F. Potter doesn’t need to run from the law, create holes through which he stalks his prey or even learn a fighting skill.  He owns it all, is in people’s face and relishes seeing them crumble and beg before him.  His stories of the many such moments he’s enjoyed would entertain the lot and his shining lack of morals would be fodder for the gatherings.  By the way, if you’re thinking Lecter would be tempted to serve Potter up for a meal, I say it is highly unlikely.  Potter would so offend Lecter’s sensibilities the latter would consider even the thought distasteful.

It’s a Wonderful Life was the only time Frank Capra contributed to a screenplay on one of his films.  That screenplay went through many hands before the final version was completed.  That final script is credited to Frances Goodrich, Albert Hackett and Capra with specific scenes credited to Jo Swerling.  It’s a Wonderful Life is based on a short story, “The Greatest Gift” by Philip Van Doren Stern who first published it on a Christmas card.  RKO purchased the story in 1943 for $10,000 and gave it to the likes of Dalton Trumbo, Dorothy Parker and Clifford Odets to develop a script.

While every writer that worked on the script for It’s a Wonderful Life added elements that would end up in the filmed version, none of those rewrites included a Potter character.  The predominant script that circulated included two George Baileys – one good, one evil – who fight it out in the end with the good George beating out the evil one on the bridge.  When Capra took over the script he renamed it “It’s a Wonderful Life” himself and hit pay dirt when he presented it to his friend, James Stewart who loved it.

I was unable to find details as to whose idea it was to add the Potter character to the screenplay, but it was a wonderful decision to do so as was giving the part to the great, Lionel Barrymore.  Potter is (arguably) Barrymore’s most famous role probably due to the fact that It’s a Wonderful Life has had such a wonderful life in living rooms across the world every Christmas for decades.  However, that doesn’t negate the fact that Barrymore hit a home run with his depiction of the despicable despot.  With this performance, Barrymore takes the face of Potter and etches it in the viewer’s mind so that the character’s presence lingers throughout the movie, even in scenes in which he does not appear.  Clearly, Barrymore called the powers that be to bring forth the evil that men do in creating the essence of Potter – one of, if not the greatest villain in filmdom.  Without his evilness as a means of comparison we wouldn’t be reminded just how wonderful life is year after year after year.



  • The Henry F. Potter biographical information included is completely made up.  Any resemblance to characters alive or dead is purely coincidental.
  • The image of Potter as a boy (bully) is actually that of the character of Butch from The Little Rascals played by Tommy Bond.  That picture is what I’ve always imagined Potter looked like as a child.

To know what I think of Frank Capra’s It’s a Wonderful Life in its entirety you can visit a previous post I dedicated to the film here.

I intended this post to be my submission to the Great Villain Blogathon hosted by Silver Screenings, Speakeasy and Shadows & Satin, but sadly missed the deadline for submission.  However, I couldn’t ignore sharing my thoughts on Henry F. Potter nor could I miss the opportunity to share links to each of the host sites because if you’ve yet to visit and read the fabulous array of entries discussing all manner of villainy in film you must do so.


8 thoughts

  1. I remember when I first saw It’s Wonderful Life on the big screen and realized Potter has a skull on his desk. He really is bad news.

  2. You’re right about Potter – the fact that he wants to destroy the human spirit makes him the worst type of villain.

    Re: the scene you described where Potter offers George Bailey the job, it’s interesting that the chair Bailey sits in is deliberately low, lower than Potter’s chair, to give the visitor a psychological disadvantage. The fact that the seat is so low really irks me. Is there nothing to which Potter won’t stoop to exert power over others?

    One thing I always wonder about, is that we never see Potter getting “his” in the end. How did this get around the Production Code?

    So glad you were able to join the blogathon after all! 🙂

  3. Fantastic piece. You are some writer!!!!
    Lionel Barrymore must have relished the character. No redeeming qualities. Pure evil.
    We never learn anything of Potter’s home life. If he has a family, he probably makes their life a misery.

  4. really happy to have your contribution Aurora! and such an essential baddie too. Your line that you need someone this bad to remind you of the good stuff in life is a key; no matter how bad, the lesson is to be positive under any circumstances! well done and thanks for joining us

  5. Lionel Barrymore is just one of the greatest actors of all time. Two films of his really worth seeing are On Borrowed Time and Tennessee Johnson. Nice write up on Potter character!

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