When we next see George, he's come of age and he's ready to see the world. Capra reinforces how important getting out of Bedford Falls is for George not only through dialogue, but also through simple imagery. George is shopping for a suitcase and goes on about how he wants a big steamer trunk that he can slap labels on for all the places he's going to visit. The shopkeeper pulls out a large, empty suitcase for George to inspect and it turns out it's from old Ear-Slapper himself, Mr. Gower- the man who's ass George saved all those years ago when he refused to take pills mistakenly filled with poison to a sick little boy.

These scenes are very busy, full of movement and energy, conveying the feelings of expectation and excitement that come along with getting out and doing new things. In the dinner scene at home, someone's always moving in and out of frame instead of the traditional portrait of a family eating a meal together. The school dance scene follows, continuing the frenetic imagery as well as introducing us to the devious machinations of Alfalfa. George starts to get friendly with town hottie Violet, but a friend who wants George to give his kid sister Mary some company quickly pulls him away. Once again, George hesitates before finally deciding to do his friend a favor. After a brief introduction, he and Mary start doing the Charleston and take a dip in the pool thanks to the insidious Alfalfa.

The energy of the previous scenes dies down for purposes of exposition as George and Mary take their stroll past the old, broken-down house. Mary's obviously taken with George and details her dream of living in that house and raising a family, but George is too wrapped up in his own plans to notice. George's attitude is, "Yea, you're nice, sister, but I'm outta here!" The scene shows George at his zenith, culminating in his boast to Mary of roping the moon and bringing it down to her. Only it'll be George who'll be roped, as is made clear when he goes to a meeting of the board at the Building & Loan to settle his father's affairs.

Mr. Potter shows his nasty mug again, and he's still the greedy old SOB he always was. His selfish words irritate George to the point that even though he's leaving Bedford Falls for good, he still makes an impassioned speech for the Building & Loan. It's not that he really cares for the institution, but that he really hates Potter, and recognizes that if Potter can get rid of the Building & Loan, he'll own the whole damn town and they'll all be the worse for it. His rant finished, George makes tracks for the railroad station only to be stopped by one of the board members who says that the Building & Loan will remain, but only if George stays on as Executive Secretary.