Orson Welles plays the villain, Henry F. Potter. Potter was played in the original It's a Wonderful Life (1946) by Lionel Barrymore. Barrymore played the role of "Ebeneezer Scrooge" on annual broadcasts of "A Christmas Carol" on Welles' Campbell Playhouse radio show. Barrymore had to back out of the 1941 broadcast due to illness, and was replaced by Welles.
Because women were not drafted in WWII, the remake does not cause Mary (Marlo Thomas) to lose her hearing in one ear, a device initially used to justify George's 4F classification and his inability to escape Bedford Falls even in a world war.
It is often assumed that Marlo Thomas gender-switched the entire cast for this remake. In actuality, only four roles underwent the transition: George Bailey, Mary Hatch, Clarence and the first-assistant angel in the heavenly prologue, whom Thomas recast as female.
The adult bond between Mary (Marlo Thomas) and George (Wayne Rogers) is cemented through their shared dream of succeeding professionally in the world beyond Bedford Falls, which effectively and realistically tweaks the female gender expectations of pre-WWII Americans.
Whereas George's resentment at having to remain in Bedford Falls is loudly articulated in the original film, Mary's is more subtle and internalized because, as a woman, she is expected to put her ambitions aside for the men in her family.
The population of Bedford Falls is noticeably smaller in contrast to the original film, evidenced by fewer people in the graduation scene and the run on the Building and Loan. While this is likely due to budget constraints, it results in an even more congested 'small town feel,' which further accentuates Mary's desperate wish to escape.
In the run on the Building and Loan, it is George's $3,000, not Mary's, that saves the enterprise. This is an example of added texture created by gender-swapping the roles, as Mary remains dependent on George financially. Conversely, as they enter their marriage, each brings an asset to the union, as George's construction is funded by Mary's Building and Loan.
In the scene where Potter (Orson Welles) offers Mary (Marlo Thomas) a job, there is a misogynistic tone in his offering the box of cigars for her to take home to her husband even as he tries to wrest the Building and Loan from her. He also insinuates that once she has children she'll be unable to balance motherhood and business ownership, another plot point from the original that takes on new significance when spoken to a woman as opposed to a man in the traditional 'provider' role.
An interesting plot point develops as a result of the gender switch when the characters reach WWII. As George (Wayne Rogers) was not involved in the childhood rescue of Harry Bailey, and therefore did not lose his hearing in one ear, the character does go off to war, which leaves Mary a single mother for three years, an added stressor that compounds her desperation. George returns home disillusioned and injured, walking with the aid of a cane.
Despite two Emmy nominations (for Art Direction and Cloris Leachman's distinctive, endearing portrayal of Clara), this film was initially dismissed by audiences and critics because it dared to touch upon one of the most recognized film classics in Hollywood history. Over the course of decades, however, it has developed a strong cult following -- for those lucky enough to see it, as the film has never been released to home video in any format.