Even this feel-good family film can have some unsettling moments.
- The graveyard scene in the alternate universe is downright terrifying. The howling wind and eerie music don't help a bit.Clarence. Your brother Harry Bailey broke through the ice and was drowned at the age of nine.
George. That's a lie! Harry Bailey went to war! He got the Congressional Medal of Honor! He saved the lives of every man on that transport!
Clarence. Every man on that transport died! Harry wasn't there to save them because you weren't there to save Harry!- To say nothing of the impact the premature loss of life from those men could've had. Anywhere from 20 to 1,000 men could've died that weren't supposed to, each with their own web of grief-stricken friends and family and their own strings of deeds now left unperformed: lives not taken, lives not saved... all because one man in a small town in upstate New York failed to be born. Butterfly Effect indeed.
- After George's encounter with his alternate universe mother, and him finally realising that he really doesn't exist in this universe, the close-up of his deathly-pale, wide-eyed face slowly turning toward the camera in sheer frustration and terror is enough to send a chill up anyone's spine.
- One of the most famous scenes is where Mary and George are together in Mary's house, which is a famously tense scene loaded with Belligerent Sexual Tension. The thing is, a lot of that tension was not scripted: Jimmy Stewart had served in World War II as a bomber pilot, and this was his first scene back from war. Apparently, his increasingly angry and passionate acting in that scene terrified both Donna Reed (playing Mary) and Frank Capra, the director.
- The police siren during the bank run scene does sound scary since, one, we don't see what's going on outside but instead see the crowds looking out the window, and two this is happening during a bank run and Potter even claimed things could get violent. And it happens after George says, "this thing isn't as black as it appears." What makes it chilly is the implication that all order and society is falling apart here.
- The scene when George stumbles into Pottersville is like an episode of The Twilight Zone (1959). It could have very well inspired it...
- The scene where George comes home and yells at his wife and kids is frightening in a whole different way.
- Everything during George's slow mental breakdown over the loss of the money is probably the movie's darkest point. Especially when he's officially been Driven to Suicide, the way he walks in the street and towards the bridge without noticing anything around him at all.
- The deleted scene involving Clarence lecturing Mr. Potter and giving him a heart attack does sound pretty chilling, even if the villain is getting his comeuppance.
- The look on George's face right before he jumps is rather unsettling.
- The look on George's face after he's turned away at his own mother's door in the darker Pottersville timeline. Stewart truly sells the frantic, horrified expression of a man going mad in a nightmare.
- The Deleted Scene explaining what happened to Martini the bartender in the alternate timeline. In the cemetery, George was going to find not only Martini's grave, but those of his wife and kids as well. They all burned to death when their terrible house in Potter's slum caught fire because George wasn't there to move them out. Reportedly, this was cut because it was deemed too depressing even for this sequence.
- If you yourself are an "Uncle Billy", whether it's because you are learning-disabled, have had a TBI, or for any reason are chronically forgetful, what happens to him may be one of your worst nightmares. Especially the scene where George berates and manhandles him for not being able to remember where the money is, and leaves promising to make sure only Billy takes the fall for it.
- Nick the bartender, Bert the policeman, and Ernie the taxi driver aren't the most major of characters and while their fates in Pottersville aren't as terrible as Gower's or Harry's, their transformations are still pretty scary. Nick, who has turned into a mean-spirited jerkass in Pottersville, is the owner of the bar rather than Mr. Martini, and is gleefully running the bar straight into the ground; Bert is a brutal cop who is implied to be in Potter's pocket; and Ernie has become a bitter cynic who has given up on life and been deserted by his family. It seems that not only was George singlehandedly holding the town's economy on his shoulders, he was also the only thing between several of his friends and total jerkassery.
- George's encounter with Mary in the Pottersville timeline. As she's leaving the library, we get a quick shot of George watching her from the darkness on the side of the path, he whispers her name to get her attention, and then chases and grabs her when she tries to just ignore him. His attempt to hold her is shot in an almost romantic way, creating an intensely creepy dissonance with what's actually going on, since the experience is clearly anything but romantic for either of them: Mary is clearly terrified about being grabbed by some man she doesn't know and George is practically on the verge of snapping from all the things he's seen and the desperation to have someone remember who he is. The entire thing plays out like an attempted rape, and from Mary's perspective, that's probably exactly what she thought it was.
- Just the fact that Potter, the villain of the story, is nothing more than an ordinary man, and an infirm one at that. All that hatred and greed is still confined within a human shell, everything he says and does is within the realm of possibility in reality, and he still wields a frankly frightening amount of power despite his age and health. Plus, as the deleted scene shows, not everyone wants "redemption" as it's commonly understood. Henry Potter could very well be the villain of someone's real life narrative.
