"...the main purpose of criticism...is not to make its readers agree, nice as that is, but to make them, by whatever orthodox or unorthodox method, think." - John Simon

"The great enemy of clear language is insincerity." - George Orwell

Monday, June 1, 2009


"For as long as I can remember I always wanted to be a gangster." – Henry Hill

From his early days making Mean Streets (1973), Martin Scorsese was always fascinated by gangsters. As a child, he had grown up around them and was intrigued by their lifestyle. Goodfellas (1990) was his triumphant return to the subject and to his old neighborhood in New York City. The film would also reunite Scorsese with actors Joe Pesci and Robert De Niro – a combination that proved to be successful both commercially and critically. By all accounts, the film was a labor of love for the filmmaker and his cast and crew. This is abundantly evident in the incredible attention to detail and passion that is contained in every frame of this film. Goodfellas has all the trademarks of a master filmmaker at the top of his game, displaying an unwavering confidence while also telling an extremely entertaining and engaging story as well.

Goodfellas is a crime epic that spans three decades while following the dramatic rise and fall of three gangsters through the eyes of one them — Henry Hill (Ray Liotta). Early on, Jimmy Conway (Robert De Niro) tells Henry the two most important rules for a gangster to follow: “Never rat on your friends and always keep your mouth shut.” Of course, Henry will break both these rules by the end of the film. Goodfellas depicts their obsessive pursuit of the American Dream, how consuming it is, and how everything eventually turns sours and ultimately devours them. The film is also about addiction and how it not only draws the characters in but us as well. We become addicted to the power of the film's style and visuals, which shows the seductive allure of the gangster lifestyle: to be able to do anything. And yet, the film isn't afraid to show the flipside — the nightmarish lows that come with the dizzying highs – with unflinching honesty.

Scorsese first read a review of a book entitled Wiseguy written by New York crime reporter Nicholas Pileggi and Henry Hill while on the set of The Color of Money (1987). Scorsese never intended to make another mob film but was so intrigued by the review that he read the book and came away from the experience feeling that it was the most honest portrayal of gangsters he had ever read because it gave one “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 thought that the book would "make a fascinating film if you just make it what it is – literally as close to the truth as a fiction film, a dramatization, could get.” Scorsese was clearly drawn to the documentary aspects of the book – something he had tried to depict in Mean Streets. And like with that film, Scorsese was drawn to a grittier, more realistic view of gangster life, as opposed to the epic grandeur of The Godfather films. Another thing the filmmaker took away from the experience of reading Wiseguy was the approach he wanted to take with the film version: "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.”

Scorsese called Pileggi and told him how much he admired the book and his desire to make it into a film with the two of them writing the screenplay. Pileggi replied, "To tell you the truth, I've been waiting for this phone call all my life. If you want to do it, you can do it.” As the two men began to write the screenplay they recognized similarities between themselves. Both Scorsese and Pileggi had grown up in Italian-American neighborhoods with similar experiences. As a result, the two men bonded and the process of writing the screenplay became a passionate, personal project as Scorsese and Pileggi wrote 12 drafts before they achieved an ideal shooting script. The director retained most of what was included in the book, "but the visual styling had to be completely redone in our writing sessions. So we decided to share the credit.” The two men decided which sections of the book they liked and put them together like building blocks. Scorsese persuaded Pileggi that a traditional narrative structure was not needed. The director did not want to deal with the gangster film 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 (1962) and use “all the basic tricks of the [French] New Wave from around 1961.”

Since the title of Pileggi's book had already been used for a television series and for Brian De Palma’s 1986 comedy, Scorsese and the writer decided to change the name of their film to Goodfellas. This film would be the first screenplay Scorsese had put his name on since Mean Streets – clearly this project was near and dear to the filmmaker's heart.

This level of commitment did not stop with Scorsese. Many of the cast and crew felt as passionately about the material. Once De Niro agreed to play Jimmy 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 (1986) and Scorsese was surprised by "his explosive energy" in that film. The actor had read Pileggi's book when it first came out and found it fascinating. 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.

To prepare for his role, De Niro consulted with Pileggi who had research material that had been discarded while writing the book. De Niro often called Henry Hill several times a day to ask how the real man he was portraying 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." Conversely, 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."

Goodfellas was shot 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. 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 rebellious 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.

Liotta was impressed at how dedicated Scorsese and his crew were to the material. "What's interesting is, as you're working with them, it's so loose and relaxed...they work with a wonderful, self-confident kind of ease.” The actors on the film reacted to this relaxed atmosphere and as a result Goodfellas contains some truly inspired performances. It is obvious that Scorsese loves working with his actors. Sorvino commented that the director "really likes actors and has respect for their creativity – he inspires, encourages, and develops it. He says, 'Okay, let's just try this. He doesn't give you a lot of verbiage, or an avalanche of meaningless facts and information." Because Scorsese has years of filmmaking experience, he is very well organized, storyboarding and planning out every shot before any filming begins. This allows a certain amount of leeway and improvisation with his actors and crew. The film's producer, Irwin Winkler equated the way Scorsese works with the rather improvisational nature of jazz:
"He knows what he wants, but he still has the freedom of improvising and trying new things. He knows how to seize the moment when an actor does something a little different or a little special. Knowing what he wants makes it easier for him to do these improvisations, because he has, at least, a standard by which to keep it under control. He's like a jazz musician. He doesn't know all the notes he's going to hit, but he knows the melody he's going to stick to."

According to actor Joe Pesci, improvisation and ad-libbing came out of rehearsals where Scorsese let the actors do and say 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.

Scorsese’s movie has an incredible amount of voiceover narration — usually the kiss of death because it slows down the narrative flow of the film and the audience gets bored with so much exposition. However, in this case it is essential. For the first third of the movie Henry tells us how and why he became a gangster and how their world works. Once he meets his wife, Karen (Lorraine Bracco), she takes over some of the voiceover narration duties. However, it is Henry’s voice that is prevalent throughout — this is his story after all.

The soundtrack for the film is almost wall-to-wall with a diverse selection of music. The only rule he adhered to was only use music that could have been heard at that time. Musical cues were used to the let the audience know which decade the action is taking place: doo-wop for the 1950s, girl group pop music for the 1960s and Rolling Stones rock ‘n’ roll for the 1970s. He also uses music to give the audience an idea of what a character is thinking or feeling. For example, there is a scene where Jimmy is sitting at the counter in a bar. The camera slowly moves in on him as the opening strains of “Sunshine of Your Love” by Cream plays over the soundtrack. Coupled with the cold, amoral look on De Niro’s face, the audience instinctively knows that he is going to kill someone very soon. It is a brilliant bit of foreshadowing done with music. 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.

There are so many classic scenes in Goodfellas that have become a part of cinematic history. For example, there is the “Am I Funny?” scene between Henry and Tommy DeVito (Joe Pesci). Tommy is telling a story to a group of gangsters and everyone is laughing along. Then, Henry makes an offhanded comment that Tommy takes the wrong way and is offended. The tone of the scene shifts suddenly to one of tension as Tommy gets angrier and angrier. Is he going to hurt Henry? Is he going to kill him? Henry manages to talk his way out of it and the tone shifts back to a humorous one but the element of danger is always there, lurking under the surface because Tommy is such an unpredictable character. This famous scene was based on an actual event that happened to Pesci. It was worked on in rehearsals where he and Liotta improvised and Scorsese recorded four to five takes, rewrote their dialogue and inserted it into the script. This scene is indicative of the rhythm of the entire movie. There is an unpredictability that constantly keeps the audience off-guard in an exciting and entertaining way.

A great example of this technique is near the film's end when Henry Hill's life is rapidly unraveling due to a self-destructive drug habit. To mimic Henry's swift downward spiral Scorsese expertly orchestrates the whole film so that everything leads up to this terrifying last day when Henry finally becomes completely unglued and his world comes crashing down around him. The frenetic editing, not just visually but also musically, simulates Henry’s frenzied state of mind. Henry's last day as a wise guy 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. When preview audiences saw this scene they were "agitated" by it and Scorsese argued that that was the point of the scene. The director and the film's editor Thelma Schoonmaker actually made this sequence faster with more jump cuts to convey Henry's drug-addled point of view.

Another celebrated scene is the long tracking shot through the Copacabana nightclub, which 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.

Goodfellas had its world premiere at the 1990 Venice Film Festival where Scorsese received the Silver Lion award for Best Director. The film proved to be a favorite with critics and audiences alike. 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.” Newsweek magazine’s David Ansen wrote "Every crisp minute of this long, teeming movie vibrates with outlaw energy.” A rare, dissenting opinion came from The Independent’s Anthony Lane who 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.” Pauline Kael was also not taken with the film: "Scorsese the arousal junkie makes you feel you'd like to hang out with him and listen to him tell how he brought off the effects; he's a master. But this picture doesn't have the juice and richness that come with major performances. It has no arc, and doesn't climax; it just comes to a stop."

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.” 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 became one of Scorsese's most successful and famous films since Taxi Driver (1976). However, it was snubbed at that year's Oscars, losing to Kevin Costner's Dances with Wolves (1990) in most of the major categories except Best Supporting Actor, which was awarded to Joe Pesci. Regardless, Goodfellas has stood the test of time and its legacy paved the way for the likes of The Sopranos with what seems like half of its cast being alumni from Scorsese’s film. Goodfellas is just flat-out a great film, one that stands up to repeat viewings and has aged remarkably well. The words “classic” and “masterpiece” often get thrown around a lot but this is a film that truly deserves such monikers.


Arnold, Gary. "Real Fellas Talk about Mob Film." The Washington Times. September 25, 1990.

Clark, Mike. "GoodFellas step from his childhood." USA Today. September 19, 1990.

Gilbert, Matthew. "Scorsese Tackles the Mob." Boston Globe. September 16, 1990.

Goodwin, Richard. "The Making of Goodfellas." Hotdog.

Kelly, Mary Pat. Martin Scorsese: A Journey. Thunder Mouth Press. 2003.

Linfield, Susan. "Goodfellas Looks at the Banality of Mob Life." The New York Times. September 16, 1990.

Malcolm, Derek. "Made Men." Film Comment. September–October 1990.

Portman, Jamie. "Goodfellas Star Prefers Quiet Life." Toronto Star. October 1, 1990.

"The Making of Goodfellas." Empire Magazine. November 1990.

Thompson, David; Christie, Ian. Scorsese on Scorsese. Faber and Faber. 2004.

Van Gelder, Lawrence. "At the Movies." The New York Times. October 12, 1990.

Witchel, Alex. "A Mafia Wife Makes Lorraine Bracco a Princess." The New York Times. September 27, 1990.


  1. A nice look at the best mobster film. Yes, that's right. I love the Godfather films, but as an Italian-American, I felt Coppola was much too kind. Give me Goodfellas and Leone's Once Upon a Time in America. There's no glory in it.
    My favorite is the court scene.

  2. Hey J.D. I absolutely love this film. It's definitely a classic. It's one of the best mob movies ever made. Great writeup on it. You definitely gave it to the review it deserved.

  3. Tommy Salami:

    I agree with you -- THE GODFATHER films are amazing but I think that GOODFELLAS is just a bit better, IMO. I prefer its grittier, more realistic take than Coppola's epic operatic version. And yeah, ONCE UPON A TIME IN AMERICA is an incredible film. I haven't watched that in ages.

    I also dig the court scene, esp. how Scorsese breaks down the fourth wall and has Liotta address the camera. If push comes to shove, I love the sequence depicted Liotta's last day as a gangster as he drives around whacked out of his head on coke. It is a an incredibly edited scene in terms of visuals and music.


    Thanks for stopping by and for the kind words. GOODFELLAS is definitely one the best mob movies. No question.

  4. J.D.:

    I really enjoyed this background/analysis/review of Goodfellas, yet another of my favorite films of all time.

    Don't ask me why -- it's peculiar -- but it seems like my wife and I always watch gangster movie marathons around the Thanksgiving holidays. One year we do Coppola's Godfather pics; the next we do Scorsese's Mean Streets/ Goodfellas/Casino, and recently we rotated in two of my other contemporary favorites: Michael Mann's Heat, and Miami Vice.

    Well, this year, we're back to Scorsese and I can't wait to see Goodfellas again after reading this article.

    Beautifully done...

    John Kenneth Muir

  5. John Kenneth Muir:

    Thanks for the kind words! I don't have a specific time/ritual that I like to watch this film but every once in awhile I pull it out or see it on TV and that triggers a spontaneous viewing. It's such a great film and I flip-flop between it and MEAN STREETS for my fave Scorsese film.

    Nice to see that you are a fan of Mann's films as well - HEAT and MIAMI VICE are good ones to watch back-to-back.

    Thanks for stopping by. As always, your comments are appreciated.

  6. Goodfellas..saw it at a theater in Ottawa the first time and they enhanced the experience considerably. One of those rare audiences that laugh at the right times..are quiet in the appropriate moments..we were all "in the moment". When the lights went up I realized a considerable number of them were from our local Italian Canadian Marconi Club! They loved the movie. So did I.

    I don't think Scorsese ever hit the home run he did with this film again. I watched "The Departed" a few times on my HDTV and really, its a very mediocre network TV movie that just doesn't work. I was very disappointed although there are some terrific scenes as there usually is in Marty's films.

    That tracking shot through the Copa is so beautiful and tellls you all you need to know about how these mafiosi operate...how they slime their way to the top with cash extended and then slide right back down the snail's path they have created.

    LOve the site, BTW..my mind gets so intrigued by some of your topics I fall behind at work..lol..should have been a wiseguy instead and I could sleep all day and only come out at night in my Italian suits and big red Cadillac..wink..

  7. rocket9:

    Thanks for stopping by and the kind words.

    I think you might be a little harsh on your assessment of THE DEPARTED. Sure, it's no MEAN STREETS but I still thought it was a damn entertaining film in its own right. Altho, Scorsese needs to give The Rolling Stones music cues a rest. Too much!

    Good call on the tracking shot in GOODFELLAS. It really does tell you everything... or that great shot where Henry introduces everybody in the mob, some guys you never see again but it does establish the tight-knit community that these guys belong to.

  8. Excellent detailed review. Your mention of the improvisation done on this film was similar to how Scorsese, DeNiro and the rest improvised on Mean Streets, they rehearsed and then wrote the new lines into the script. One of the great films of the 1990's. As an Italian-American, I for one am not offended by the film. Again as you write, the number of Italian-American in crime is small compared to what they have accomplished in the arts, science and other fields.

  9. John:

    Well said! I love that Scorsese is so open to improvising and it resulted in some classic bits in GOODFELLAS!