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Goodfellas (also styled GoodFellas) is a semi-fictional crime drama film directed by Martin Scorsese. It is based on the non-fiction book Wiseguy by Nicholas Pileggi, who also co-wrote the screenplay for the film with Scorsese. The film follows the rise and fall of three gangsters, spanning three decades.

Scorsese originally intended to direct Goodfellas before The Last Temptation of Christ but, when funds materialized to make Last Temptation, he postponed what was then known as Wise Guy. The title of Pileggi's book had already been used for a TV series and for Brian De Palma's 1986 comedy Wise Guys, so Pileggi and Scorsese changed the name of their film to Goodfellas. To prepare for their roles in the film, Robert De Niro, Joe Pesci, and Ray Liotta talked often with Pileggi, who shared with the actors research material that had been left over from writing the book. According to Pesci, improvisation and ad-libbing came out of rehearsals where Scorsese gave the actors freedom to do whatever they wanted. The director made transcripts of these sessions, took the lines that the actors came up with that he liked best, and put them into a revised script the cast worked from during principal photography.

Goodfellas performed well at the box office, grossing $46.8 million domestically, well above its $25 million budget; it received overwhelmingly positive reviews from critics. The film was nominated for six Academy Awards but only won one for Pesci in the Best Actor in a Supporting Role category. Scorsese's film won five awards from the British Academy of Film and Television Arts and was named best film of the year by the New York Film Critics Circle, the Los Angeles Film Critics Association, and the National Society of Film Critics. Goodfellas is often considered one of the greatest films ever, both in the genre of crime and in general and was deemed "culturally significant" and selected for preservation in the National Film Registry by the United States Library of Congressmarker.

The film employs around 300 uses of the word "fuck" , ninth most in film.


In the opening scene, the Irish-Italian protagonist Henry Hill (Ray Liotta) admits, "As far back as I can remember, I always wanted to be a gangster," referring to his idolizing the Lucchese crime family gangsters in his blue-collar, predominantly Italian neighborhood in East New York, Brooklyn in 1955. Feeling the connection of being a part of something, Henry quits school and goes to work for them. His Irish father, knowing the true nature of the Mafia, tries to stop Henry after learning of his truancy, but the gangsters ensure that his parents no longer hear from the school by threatening the local postal carrier with dire consequences should he deliver any more letters from the school to Henry's house. Henry is able to make a smooth living for himself, also learning the two most important lessons in life: "Never rat on your friends, and always keep your mouth shut," which is said to him after young Henry remains silent after a court hearing. This establishes the tone for the rest of the film.

Henry is soon taken under the wing of the local mob captain, Paul "Paulie" Cicero (Paul Sorvino, based on the actual Lucchese mobster Paul Vario) and Cicero's close Irish associate Jimmy "The Gent" Conway (Robert De Niro, based on Jimmy Burke). They help to cultivate Henry's criminal career, and introduce Henry to the entire network of Paulie’s crime syndicate. Henry and his friends soon become successful, daring, and dangerous. Jimmy loves hijacking trucks, and Tommy DeVito (Joe Pesci, based on Tommy DeSimone) is an aggressive psychopath with a hair-trigger temper. In late 1967, Henry commits the Air France Robbery and it marks his debut into the big time of organized crime. Enjoying the perks of their criminal activities, the friends spend most of their nights at the Copacabana night club with countless women. Around this time, Henry meets and later marries a no-nonsense Jewish girl from the Five Towns named Karen (Lorraine Bracco). Karen at first is troubled by Henry's criminal activities, but when a neighbour assaults her for refusing his advances, Henry pistol-whips him in front of her, displaying all of the viciousness and confidence of proven gangsters. She feels vindicated, intrigued, and aroused by the act, especially when Henry leaves her the gun he used on her neighbor.

On June 11, 1970, Tommy (with Jimmy's help) brutally beats Billy Batts (Frank Vincent), a prominent mobster of the Gambino crime family, for insulting him about being a shoeshine boy in his younger days. However, Batts was a made man, meaning that he could not be touched without the consent of his Gambino family bosses. Realizing that this was an offense that could get all of them killed, Jimmy, Henry, and Tommy place the bloodied Batts in the trunk of Henry's car with the intent of burying him upstate, then drive to Tommy's mother's house to retrieve the tools needed to do so. They manage to bury Batts in the intended area, but six months later Jimmy learns that the burial spot will be the site of a new property development. Thus, they are forced to exhume Batts' half-decomposed corpse and move it to another location.

Henry begins to see a mistress named Janice Rossi (Gina Mastrogiacomo). When Karen finds out, she threatens to kill the both of them with a revolver pointed at his face, demanding to know if he really truly loves her. However, she cannot bring herself to kill him and an enraged Henry states he has other things to worry about such as getting killed on the street. Soon, it gets harder for Henry to evade the law. Paulie sends him and Jimmy to collect from an indebted Floridamarker gambler in Tampamarker, and they hang him in the lion's den at a public zoo to intimidate him further after a bloodthirsty beating fails to sway the man. Henry, Jimmy, the gambler, and most of the crew (except for Tommy) are then arrested thanks to the gambler's sister, who is a typist for the FBImarker. In prison, Henry sells drugs to support his family on the outside. Soon after he is released in 1978, the crew commits the infamous Lufthansa heist at John F. Kennedy International Airportmarker. In the meantime, Henry further establishes himself in the drug trade after seeing its high potential for profit, and convinces Tommy and Jimmy to join him. Things start to turn sour when the crew members ignore the advice of Jimmy not to buy expensive things from their share of the stolen money, and in return Jimmy has them killed one by one as various bodies are discovered across the city, (in a montage set famously to the piano coda from "Layla"). Things are further complicated as Tommy is killed by two Gambino capos for his part in Billy Batts' murder (among other things), after being fooled into thinking that he is going to be made. The family he was joining had to hedge in order to avoid a war.

The year is now 1980. Henry is on the cusp of making a big deal with his associates in Pittsburghmarker. A nervous wreck from his cocaine usage and lack of sleep, he runs around trying his best to get things organized. However, this does not stop him from being caught by narcotics agents and sent to jail. When he returns home, Karen tells him that she has flushed what amounted to $60,000 worth of cocaine down the toilet to prevent the FBI agents from finding it during their raid. As a result, Henry and his family are left virtually penniless. Paulie feels his loyalty to Henry has been betrayed and decides to give him $3200 in exchange for having nothing to do with him ever again. Henry turns down a hit with Anthony in Florida from Jimmy when he realizes he would be killed. He then decides to enroll in the Witness Protection Program as a mole for the FBI to protect himself and his family. Finally letting go of his gangster connections, he now has to face the prospect of living in the real world, the one thing he has always tried to run away from, stating, "I'm an average nobody. I get to live the rest of my life like a schnook." He longs for the life when he was a gangster and was in on all the action.

The film ends with titles explaining that Henry has been clean since 1987; Paul Cicero died in Fort Worth Federal Prison of respiratory illness in 1988 at 73; Jimmy died of lung cancer in 1996 while serving a 20-year-to-life sentence in a New York State prisonmarker.


Actor Role Based on
Ray Liotta Henry Hill Henry Hill
Robert De Niro Jimmy Conway Jimmy Burke
Joe Pesci Tommy DeVito Tommy DeSimone
Lorraine Bracco Karen Hill Karen Hill (née Friedman)
Paul Sorvino Paul Cicero Paul Vario
Chuck Low Morrie Kessler Martin Krugman
Frank DiLeo Tuddy Cicero Vito "Tuddy" Vario
Frank Sivero Frankie Carbone Angelo Sepe
Johnny Williams Johnny Roastbeef Louis Cafora
Mike Starr Frenchy Robert McMahon
Frank Vincent Billy Batts William "Billy Batts" DeVino
Jim Colella Jim Colella Jim Colella
Samuel L. Jackson Parnell "Stacks" Edwards Parnell Steven "Stacks" Edwards
Frank Adonis Anthony Stabile Anthony Stabile
Catherine Scorsese Tommy DeVito's Mother Thomas DeSimone's Grandmother
Gina Mastrogiacomo Janice Rossi Linda Coppociano
Debi Mazar Sandy Megan Cooperman
Margo Winkler Belle Kessler Fran Krugman
Welker White Lois Byrd Judy Wicks
Julie Garfield Mickey Conway Mickey Burke
Detective Ed Deacy Himself Himself
Christopher Serrone Henry Hill (Youth) Henry Hill (Youth)
Charles Scorsese Vinnie Thomas Agro
Michael Vivalo Nicky Eyes Himself
Michael Imperioli "Spider" Michael "Spider" Gianco
Tony Darrow Sonny Bunz Angelo McConnach
Tony Ellis Bridal Shop Owner Jerome Asaro
Elizabeth Whitcraft Tommy's Girlfriend Theresa Ferrara
Anthony Powers Jimmy Two-Times Bobby "The Dentist"
Assistant U.S. Attorney Ed McDonald Himself Himself
Ray DeBenedictis "Peter"
Kevin Corrigan Michael Hill


Goodfellas is based on New York crime reporter Nicholas Pileggi's book Wiseguy. Martin Scorsese never intended to make another mob film until he read a review of the book and this inspired him to read it while working on the set of Color of Money in 1986. He had always been fascinated by the Mob lifestyle and was drawn to Pileggi's book because it was the most honest portrayal of gangsters he had ever read. After he read Pileggi's book, the filmmaker knew what approach he wanted to take: "To begin Goodfellas like a gunshot and have it get faster from there, almost like a two-and-a-half-hour trailer. I think it's the only way you can really sense the exhilaration of the lifestyle, and to get a sense of why a lot of people are attracted to it." According to Pileggi, Scorsese cold-called the writer and told him, "I've been waiting for this book my entire life." To which Pileggi replied "I've been waiting for this phone call my entire life".

Scorsese originally intended to direct the film before The Last Temptation of Christ, but when funds materialized to make Last Temptation, he decided to postpone Wise Guy. He was drawn to the documentary aspects of Pileggi's book. "The book Wise Guys gives you a sense of the day-to-day life, the tedium - how they work, how they take over certain nightclubs, and for what reasons. It shows how it's done". He saw Goodfellas as the third film in an unplanned trilogy of films that examined the lives of Italian-Americans "from slightly different angles". He has often described the film as "a mob home movie" that is about money because "that's what they're really in business for".


Scorsese and Pileggi collaborated on the screenplay and over the course of the 12 drafts it took to reach the ideal script, the reporter realized that "the visual styling had to be completely redone… So we decided to share credit". They decided which sections of the book they liked and put them together like building blocks. Scorsese persuaded Pileggi that they did not need to follow a traditional narrative structure. The director wanted to take the gangster film and deal with it episode by episode but start in the middle and move backwards and forwards. Scorsese would compact scenes and realized that if they were kept short, "the impact after about an hour and a half would be terrific". He wanted to do the voiceover like the opening of Jules and Jim and use "all the basic tricks of the New Wave from around 1961". Several of the names of the characters were also changed such as Tommy "Two Gunn" DeSimone becoming Tommy DeVito; Paul Vario becoming Paulie Cicero and Jimmy "The Gent" Burke becoming Jimmy Conway. Since the title of Pileggi's book had already been used for a TV series and for Brian De Palma's 1986 comedy Wise Guys, Pileggi and Scorsese decided to change the name of their film to Goodfellas.


Once Robert De Niro agreed to play Conway, Scorsese was able to secure the money needed to make the film. The director cast Ray Liotta after De Niro saw him in Jonathan Demme's Something Wild and Scorsese was surprised by "his explosive energy" in that film. The actor had read Pileggi's book when it came out and was fascinated by it. A couple of years afterwards, his agent told him that Scorsese was going to direct a film version. In 1988, Liotta met the director over a period of a couple of months and auditioned for the film. The actor campaigned aggressively for a role in the film but the studio wanted a well-known actor. "I think they would've rather had Eddie Murphy than me", the actor remembers.

To prepare for the role, De Niro consulted with Pileggi who had research material that had been discarded while writing the book. De Niro often called Hill several times a day to ask how Burke walked, held his cigarette, and so on. Driving to and from the set, Liotta listened to FBI audio cassette tapes of Hill, so he could practice speaking like his real-life counterpart. To research her role, Lorraine Bracco tried to get close to a mob wife but was unable to because they exist in a very tight-knit community. She decided not to meet the real Karen because she "thought it would be better if the creation came from me. I used her life with her parents as an emotional guideline for the role". Paul Sorvino had no problem finding the voice and walk of his character but found it challenging finding "that kernel of coldness and absolute hardness that is antithetical to my nature except when my family is threatened".

Principal photography

Two weeks in advance of the filming, the real Henry Hill was paid $480,000. The film was shot on location between Queensmarker, New Yorkmarker; New Jerseymarker; and also parts of Long Islandmarker during the spring and summer of 1989 with a budget of $25 million. Scorsese broke the film down into sequences and storyboarded everything because of the complicated style throughout. According to the filmmaker, he "wanted lots of movement and I wanted it to be throughout the whole picture, and I wanted the style to kind of break down by the end, so that by his [Henry's] last day as a wiseguy, it's as if the whole picture would be out of control, give the impression he's just going to spin off the edge and fly out." He claims that the film's style comes from the first two or three minutes of Jules and Jim: extensive narration, quick edits, freeze frames, and multiple locale switches. It was this reckless attitude towards convention that mirrored the attitude of many of the gangsters in the film. Scorsese remarked, "So if you do the movie, you say, 'I don't care if there's too much narration. Too many quick cuts? — That's too bad.' It's that kind of really punk attitude we're trying to show". He adopted a frenetic style in order to almost overwhelm the audience with images and information. He also put a lot of detail in every frame because the gangster life is so rich. The use of freeze frames was done because Scorsese wanted images that would stop "because a point was being reached" in Henry's life.

Joe Pesci did not judge his character but found the scene where he kills Spider for talking back to his character hard to do because he had trouble justifying the action until he forced himself to feel the way Tommy did. Lorraine Bracco found the shoot to be an emotionally difficult one because it was such a male-dominated cast and realized that if she did not make her "work important, it would probably end up on the cutting room floor". When it came to the relationship between Henry and Karen, Bracco saw no difference between an abused wife and her character.

According to Pesci, improvisation and ad-libbing came out of rehearsals where Scorsese let the actors do whatever they wanted. He made transcripts of these sessions, took the lines that the actors came up with that he liked best, and put them into a revised script that the cast worked from during principal photography. For example, the scene where Tommy tells a story and Henry is responding to him — the "what's so funny about me" scene — is based on actual event that happened to Pesci. It was worked on in rehearsals where he and Liotta improvised and Scorsese recorded 4-5 takes, rewrote their dialogue and inserted it into the script. The cast did not meet Henry Hill during the film's shoot but a few weeks before it premiered, Liotta met him in an undisclosed city. Hill had seen the film and told the actor that he loved it.

The long tracking shot through the Copacabana nightclub came about because of a practical problem: the filmmakers could not get permission to go in the short way and this forced them to go round the back. Scorsese decided to do it in one shot in order to symbolize Henry's whole life is ahead of him and according to the director. "It's his seduction of her [Karen] and it's also the lifestyle seducing him". This sequence was shot eight times. Henry's last day as a wiseguy was the hardest part of the film for Scorsese to shoot because he wanted to create the character's state of anxiety and the way the mind races when on drugs for people who had never been under the influence of cocaine and amphetamines. The director ended the film with Henry regretting that he is no longer a wiseguy and Scorsese said, "I think the audience should get angry at him and I would hope they do — and maybe with the system which allows this".


Scorsese wanted to depict the film's violence realistically, "cold, unfeeling and horrible. Almost incidental." However, he had to remove ten frames of blood in order to ensure an R rating from the MPAA. With a budget of $25 million, Goodfellas was Scorsese's most expensive film to date but still only a medium budget by Hollywood standards. It was also the first time he was obliged by Warner Bros. to preview the film. It was shown twice in California and a lot of audiences were "agitated" by Henry's last day as a wise guy sequence and Scorsese argued that that was the point of the scene. Scorsese and the film's editor, Thelma Schoonmaker, made this sequence faster with more jump cuts to convey Henry's drug-addled point of view. In the first test screening there were 40 walkouts in the first ten minutes. One of the favorite scenes for test audiences was the one where Tommy tells the story and Henry is responding to him - the "what's so funny about me" scene.


Scorsese chose the songs for the soundtrack using only those that commented on the scene or the characters "in an oblique way". The only rule he adhered to with the soundtrack was to only use music that could have been heard at that time. For example, if a scene took place in 1973, he could use any song that was current or older. According to Scorsese, a lot of non-dialogue scenes were shot to playback. For example, he had "Layla" playing on the set while shooting the scene where the dead bodies are discovered in the car and the meat-truck. Sometimes, the lyrics of songs were put between lines of dialogue to comment on the action. Some of the music Scorsese had written into the script while other songs he discovered during the editing phase.

Network TV version

The dubbing of the dialogue of the network TV version was personally directed by Scorsese himself. It added a personal introduction to the film from Scorsese himself. It contains frequent usage of variants of the word "freak", such as "I've got this freakin' gun pointed at your freakin' head." However, much other profanity in the film was retained, as was the violence.

Release and reception


Goodfellas had its world premiere at the 1990 Venice Film Festival where Scorsese received the Silver Lion award for Best Director. It was given a wide release in North America on September 21, 1990 in 1,070 theaters with an opening weekend gross of US$6.3 million. It went on to make $46.8 million domestically, well above its $25 million budget.


The film received very positive reviews from critics and currently has a 96% rating at Rotten Tomatoes and a 89 metascore at Metacritic. In his review for The New York Times, Vincent Canby wrote, "More than any earlier Scorsese film, Goodfellas is memorable for the ensemble nature of the performances… The movie has been beautifully cast from the leading roles to the bits. There is flash also in some of Mr. Scorsese's directorial choices, including freeze frames, fast-cutting and the occasional long tracking shot. None of it is superfluous". USA Today gave the film four out of four stars and called it, "great cinema — and also a whopping good time". David Ansen, in his review for Newsweek magazine, wrote "Every crisp minute of this long, teeming movie vibrates with outlaw energy". In his review for Time, Richard Corliss wrote, "So it is Scorsese's triumph that GoodFellas offers the fastest, sharpest 2 1/2-hr. ride in recent film history". However, Anthony Lane in the The Independent wrote, "There is a short, needling comedy of violence and cowardice somewhere inside this stylish film, and it is worth watching more than once to prise it free. Scorsese himself chickened out, I think; perhaps the Mob got to him after all". William Fugazy, of the National Ethnic Coalition of Organizations, a watchdog group on ethnic injustice, which claims a membership of 10 million and consists of 76 of the largest heritage groups in the United States, called for a boycott of the film and wanted Warner Bros. to ban it. "It's the worst stereotyping, the worst portrayal of the Italian community I've ever seen. Far worse than The Godfather. One killing after another", he said. Scorsese responded to this criticism by saying, "As Nick Pileggi always points out, there are 18 to 20 million Italian-Americans. Out of that, there are only 4,000 alleged organised crime members. But, as Nick says, they cast a very long shadow".


Goodfellas was nominated for six Academy Awards including Joe Pesci for Best Actor in a Supporting Role, Lorraine Bracco for Best Actress in a Supporting Role, Best Picture, Scorsese for Best Director, Thelma Schoonmaker for Best Film Editing, and Scorsese and Nicholas Pileggi for Best Adapted Screenplay. When Joe Pesci won the Academy Award for Best Supporting Actor (the only Academy Award the film won), his entire speech was "This is an honor and a privilege, thank you". It is one of the shortest Oscar-acceptance speech, after William Holden's, who simply said, "Thank you", upon winning for Stalag 17, and Alfred Hitchcock's ("Thank you" and other unintelligible words) when he received an Honorary Oscar. Later, Pesci admitted that he did not say more, because "I really didn't think I was going to win".

Goodfellas was nominated for five Golden Globes including Best Director, Best Motion Pictures, Best Supporting Actor, Best Supporting Actress, and Best Screenplay. It failed to win any of these awards. Scorsese's film won five awards from the British Academy of Film and Television Arts including Best Film, Best Director, and Best Adapted Screenplay.

The New York Film Critics Circle voted Goodfellas the Best Film of 1990, Robert De Niro was named Best Actor for his performance in the film and in Awakenings, and Scorsese was voted Best Director. The Los Angeles Film Critics Association also voted Scorsese as Best Director, GoodFellas as Best Film, awards for Pesci and Bracco as Best Supporting Actor and Actress, respectively, and Best Cinematography to Michael Ballhaus for his work on the film. The National Board of Review voted Pesci as Best Supporting Actor. The National Society of Film Critics voted Goodfellas Best Film of 1990 and Scorsese as Best Director. American Film magazine declared Goodfellas the best film of 1990 according to a poll of 80 movie critics.


GoodFellas is #94 on the American Film Institute's list of 100 Years, 100 Movies and #92 on its updated version from 2007. In June 2008, the AFI revealed its "Ten top Ten"—the best ten films in ten "classic" American film genres—after polling over 1,500 people from the creative community. Goodfellas was acknowledged as the second best in the gangster film genre (after The Godfather). In 2000, the United States Library of Congressmarker deemed the film "culturally significant" and selected it for preservation in the National Film Registry. It is also rated #14 on IMDB`s Top 250 list.

Roger Ebert, a friend and supporter of Scorsese, named Goodfellas the "best mob movie ever" and placed it among the best films of the nineties. Premiere magazine listed Joe Pesci's Tommy DeVito as #96 on its list of The 100 Greatest Movie Characters of All Time, calling him "perhaps the single most irredeemable character ever put on film". Channel 4 placed Goodfellas at #10 in their 2002 poll The 100 Greatest Films. In 2005, Total Film, named Goodfellas as the greatest film of all time. In December 2002, a UK film critics poll in Sight and Sound ranked the film #4 on their list of the 10 Best Films of the Last 25 Years. Empire magazine ranked Tommy DeVito #59 in their "The 100 Greatest Movie Characters" poll. Time included Goodfellas in their list of 100 all-time best films.

American Film Institute recognition




  • Martin Scorsese: A Journey, by Mary Pat Kelly (2003, Thunder Mouth Press), ISBN 978-1560254706.
  • Scorsese on Scorsese, by David Thompson and Ian Christie (2004, Faber and Faber), ISBN 978-0571220021.
  • Goodfellas, by Nicholas Pileggi and Martin Scorsese (1990, Faber and Faber), ISBN 978-0571162659.
  • Wiseguy, by Nicholas Pileggi (1990, Rei Mti), ISBN 978-0671723224.

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