In 1960 Henry F. Potter died and left his fortune to his only living relative and heir, a poor Texas rancher named Jack Curtis. Jack refuses to sell his business interests to those who might continue Potter's ways and strives to improve Cayuga National Corporation. (formerly Potter Industries). Meanwhile, George Bailey retires and turns the Building and Loan over to his son Pete, who enlarges and renames the business However, enemies are conspiring to destroy the wonderful improvements Jack and Pete have brought about. Also, the economy of the 1980s was in free fall with many thrifts becoming insolvent. Jack and Pete have to find a way out of the dilemma to save their businesses as well as the town of Bedford Falls.