GoodFellas (1990)

Director: Martin Scorsese

Producer: Irwin Winkler (Warner Bros.)

Writers: Nicholas Pileggi (book), Pileggi and Scorsese (screenplay)

Photography: Michael Ballhaus

Music: Tony Bennett, The Crystals, The Harptones, Cream, The Rolling Stones, George Harrison, Harry Nilsson, Derek & The Dominoes

Cast: Ray Liotta, Joe Pesci, Robert DeNiro, Lorraine Bracco, Paul Sorvino, Frank Sivero, Tony Darrow, Mike Starr, Frank Vincent, Chuck Low, Frank DiLeo, Henny Youngman, Gina Mastrogiacomo, Catherine Scorsese, Michael Imperioli


The gangster picture has undergone quite the transformation in its storied place in American cinema. It was pioneered in the 1910s with Edwin S. Porter’s The Great Train Robbery (1903) and D.W. Griffith’s The Musketeers of Pig Alley (1910). It exploded in the ’30s and early ’40s, as Edward G. Robinson, James Cagney, Paul Muni and Humphrey Bogart played rags-to-riches anti-heroes in Little Caesar (1930), The Public Enemy (1931), Scarface: The Shame of a Nation (1932) and High Sierra (1941). Over the next few decades, the genre turned more violent and sexy with Raoul Walsh’s White Heat (1949), Joseph Lewis’ Gun Crazy (1950) and Arthur Penn’s Bonnie and Clyde (1967). By the ’70s, Francis Ford Coppola elevated it to the high-class opera of family dynasty in The Godfather (1972) and The Godfather Part II (1974). And by the ’80s, Brian De Palma made it both deliciously over-the-top in Scarface (1983) and nostalgically throwback in The Untouchables (1987).

By 1990, you may have thought the genre had been done to death, left lying in the gutter, riddled with bullet holes. But there emerged a film that, for the first time, let us in on the “inside baseball” of the mob, replacing operatic styles with a focus on gritty realism. Martin Scorsese’s Goodfellas was a game changer, less a “gangster picture” and more a “how to be a gangster” picture. Rather than merely show the gangster life, the film narrates the details directly to the viewer, an approach adopted by countless subsequent films, from Scorsese’s own Casino (1995) to Johnny Depp’s Blow (2001), while inspiring arguably the greatest television show of all time in The Sopranos (1999).

Plot Summary

As the film’s tagline says, GoodFellas chronicles “three decades of life in the mafia” from 1955-1980, spanning its post-war golden age in the late ’50s, to its rock ‘n roll evolution of the ’60s and early ’70s, to its cocaine paranoia of the late ’70s and early ’80s. The plot follows the true story of Henry Hill (Ray Liotta), a real-life Irish-Italian American whose life progresses from the impressionable son of a New York postal carrier, to a full-fledged gangster lounging at the Copacabana and orchestrating one of history’s biggest airline heists (The Lufthansa Heist at JFK Airport).

Along the way, he meets quiet mob boss Paulie Cicero (Paul Sorvino), the increasingly paranoid Jimmy “The Gent’ Conway (Robert DeNiro) and the hot-headed, trigger-happy sidekick Tommy DeVito (Joe Pesci). He also marries a half-Jewish wife Karen (Lorraine Bracco), who is seduced by the danger and glamor of the profitable gangster lifestyle.

Surely the good times can’t last, and Henry’s reckless lifestyle turns him into a womanizer and cocaine addict. It all comes crashing down in a series of mob hits where longtime friends can no longer trust each other, leading Henry and Karen to escape the life as FBI informants in the government’s witness protection program.

Wise Guys & Movie Stars

The duo of Joe Pesci and Robert DeNiro had seen big success before as the Brothers LaMotta in Scorsese’s Raging Bull (1980), which won DeNiro the Best Actor Oscar and provided Pesci his breakthrough role. The two re-united in Sergio Leone’s Once Upon a Time in America (1984) and Pesci began the recurring role of Leo Getz in Lethal Weapon 2 (1989) to provide comic relief for Mel Gibson and Danny Glover.

GoodFellas provided Pesci the role of a lifetime as the wild-eyed Tommy, spitting fire with profanity every third word, blowing away old friends and young teens just because they insulted him and ascending to “Made Man” status. Pesci is both horrifying in his brutality (“I didn’t want to get blood on your floor”), intimidating in his edgy bluffs (“Funny how, like I’m a clown? Like I amuse you?”) and hilarious in his camaraderie (“Hey look, a wing!”). The role earned him the Oscar for Best Supporting Actor, the same year he played Harry to Daniel Stern’s Marv as the Wet Bandits in Home Alone (1990), and his future Home Alone 2 co-star was there to present him the Oscar. Pesci had conquered both ends of The Film Spectrum, winning the art prize for GoodFellas and the popcorn box office of Home Alone, and he was suddenly in demand for My Cousin Vinny (1992) and two more Lethal Weapon sequels.

As for DeNiro,  his role as Jimmy Conway was the complete opposite of Pesci. It was understated, yet capable of anything. Despite appearing in a supporting role, DeNiro received top billing on the movie posters, having already earned four Oscar nominations for such classics as Mean Streets (1973), Taxi Driver (1976) and The Deer Hunter (1978), while winning twice for The Godfather Part II (1974) and Raging Bull (1980). Somehow, he did not earn one for GoodFellas, instead getting a nod for Awakenings (1990) that year, before earning another by reinventing Robert Mitchum’s Max Cady in Scorsese’s Cape Fear (1991) remake.

In hindsight, DeNiro should have earned a nomination for GoodFellas, even if he was sure to lose to Pesci’s show-stealing performance. His performance contains multiple moments of sheer acting brilliance, whether it’s eying down a future victim while puffing a cigarette in slow-motion, or breaking down in a phone booth, smashing the phone receiver upon hearing bad news (as Ron Burgundy would say, in a “glass case of emotion”). In an odd way, DeNiro’s phone-booth reaction gives new meaning to his Raging Bull phone booth scene, where he tries calling Pesci but can’t bring himself to say a word.

The rest of the deep mob cast is extremely likable despite their criminal acts. Paul Sorvino plays Paulie with a quiet aura (“Paulie didn’t have to move for anybody”); Frank Vincent returns from Raging Bull as the ill-fated Billy Batts (“Now go get your f*ckin’ shinebox”); Samuel L. Jackson appears in a small part as the irresponsible Stacks, who picks the wrong day to oversleep; Scorsese’s own mother, who also appeared in The Godfather Part III that year.and both Michael Imperioli and Lorraine Bracco give performances that got them cast as Christopher and Dr. Melfi, respectively, in HBO’s groundbreaking series The Sopranos (1999-2007), which in 2013 was chosen by the WGA as the Best Written TV Show of All Time (see Pop Culture below for more on the GoodFellas-Sopranos connection).

Little Ditty, About Henry & Karen

While The Sopranos gave Bracco the chance to work across James Gandolfini during countless therapy sessions, her chemistry was never better than with Liotta in GoodFellas. Just watch the way she calls him out for standing her up on a date, flashing flirtatious eyes at one another.

The role earned Bracco an Oscar nomination, losing to Whoopi Goldberg for Ghost (1990). While Diane Keaton’s Kay was constantly shut out of the action in The Godfather  (1972), Bracco’s Karen is smack dab in the middle of it. When she is handed a bloody gun by Henry after pistol-whipping a neighbor, she enters into her own voiceover narration, the only other character to do so.

Still, beyond all the great aforementioned performances, the film belongs to Ray Liotta. Just a year after disappearing into an Iowa cornfield as the ghostly Shoeless Joe Jackson in Field of Dreams (1989), he delivered his career performance as the star and narrator of GoodFellas. It’s hard to imagine anyone else in the role, save for maybe Johnny Depp, who borrowed heavily from Liotta’s Henry Hill for his portrayal of George Jung in Blow (2001), which even cast Liotta as Depp’s father. Liotta is as exciting an actor as it gets: good-looking, dangerous, enthusiastic with an infectious charm and sinister laugh.

Book to Script

Of course, all these great actors would be nothing without great words to read. In 1986, author Nicholas Pileggi, who had been captivated by the gangster lifestyle during his time as a journalist, enlisted the help of real-life gangster Henry Hill to write the mob book Wiseguy. “So much of that book was just [Hill] telling the story,” said Pileggi, who teamd with Scorsese to adapt the book into the script for GoodFellas. Fittingly, Pileggi later married screenwriter Nora Ephron, whose When Harry Met Sally (1989) ranks back-to-back with Pileggi’s GoodFellas on the WGA’s Top 101 Screenplays of All Time.

Pileggi’s adherence to the book is what allows viewers to feel that they are not experiencing some fancy Hollywood fiction, but rather a down-to-earth, nuts-and-bolts account of what it’s actually like to live among the mob. We not only watch, we live the lifestyle, from the highest of highs — running up endless bar tabs, getting flowers sent to your table by Bobby Vinton, buying fur coats and sports cars for Christmas, pulling out a wad of hundreds for one small shopping trip — to the lowest of lows — jail time away from your children, seeing your closest associates get whacked, living in constant paranoia, and having to rat out your friends. The script bleeds with authenticity.

Our guide through the realism is the brilliantly-penned voiceover narration. The device can often hinder a movie more than it helps, with overly cheesy lines distracting us from the images on screen. But with the proper writing, delivery and substance, narration can be a powerful tool, and GoodFellas did it as well as any movie ever has. It works (a) because it is sharply written, (b) because Ray Liotta gives it just the right edge, and (c) because it gives viewers inside information they would not get anywhere else:

HENRY HILL: “Paulie could do anything, especially run up bills on the joint’s credit. And why not? Nobody’s gonna pay for it anyway. As soon as the deliveries are made in the front door, you move the stuff out the back and sell it at a discount. You take a $200 case of booze and you sell it for a hundred. Doesn’t matter! It’s all profit! And then finally, when there’s nothin’ left, you can’t borrow another buck from the bank or buy another case of booze, you bust the joint out. You light a match.”

The detailed descriptions aren’t relegated just to mob strategies. They’re also applied to the most mundane of daily tasks, like dinner preparations:

HENRY HILL: “I was making ziti with the meat gravy, and I’m planning to roll some peppers over the flames, and I was gonna put on some string beans with some olive oil and garlic, and I had some beautiful cutlets that were cut just right that I was gonna fry up before dinner just as an appetizer.”

Finally, and perhaps the most underrated part of the script, is its use of fractured narrative, taking what Citizen Kane (1941), All About Eve (1950) and Sunset Blvd. (1950) had done, and modernizing it for a ’90s decade for other fracture crime narratives like Pulp Fiction (1994) and The Usual Suspects (1995). In GoodFellas, Pillegi and Scorsese spin a tale that cycles back onto itself, opening with the middle of the story as Henry, Tommy and Jimmy discover a surprise in their trunk. As Henry slams the trunk down with a freeze frame on his face and the screen goes black to Tony Bennett’s “Rags to Riches” and opening credits riding across the screen — we know to fasten our seatbelts. We’re about to go for a crazy ride in the hands of a master.

The Master Scorsese

“Every Sunday during the shooting of The Shawshank Redemption, I watched GoodFellas,” said Shawshank director Frank Darabont. “Why? For the sheer inspiration it provided me.” Indeed, GoodFellas features an endless number of directing techniques that run the gamut from traditional to brazen. It’s safe to say that Scorsese’s work here inspired every high-energy director to follow.

The most talked about technique is arguably the most famous Steadicam shot in the history of movies, right up there with Orson Welles’ opening of Touch of Evil (1958) and Scorsese’s own boxing arena entrance in Raging Bull (1980). In a three-minute single take (meaning no cuts), we follow Henry and Karen down into the Copacabana. The complex shot begins with Henry handing his car keys over to a valet, as the camera swings to follow them across the street, through a crowd, down a back stairwell, around the several corners of a hallway, in through the kitchen, dodging workers carrying pots and packages, in through a back entrance into the dining area, following a man carrying a special table in for them, coming in close on them sitting at the table, swinging to the left to show a man who has bought them a drink, then returning back to them before swinging up to the stage to a stand-up comedian. Not only is a triumph of choreography and execution, it serves a thematic and narrative purpose, as we become wrapped up in Karen’s whirlwind introduction to Henry’s glamorous lifestyle.

Also creating this whirlwind effect is Scorsese’s spinning camera in slow-motion during Henry and Karen’s wedding scene. The technique was previously used by Alfred Hitchcock with Cary Grant and Ingrid Bergman in Notorious (1946) and with Jimmy Stewart and Kim Novak in Vertigo (1958).

Scorsese again echoes Hitchcock by recreating the so-called “Vertigo Effect,” where the camera simultaneously zooms in while dollying out (or vice versa), creating the appearance that the image is detaching from itself. In GoodFellas, it occurs during the diner scene between Henry and Jimmy, where Jimmy attempts to send Henry on a false mission to whack him. As the camera moves away from the table (dolly out), you’ll notice the background outside the window moves toward them (zoom in), symbolizing the breaking point. As Henry says, “That’s when I knew I wouldn’t come back alive.”

Scorsese once again echoes Hitchcock in his use of personified camera, where the camera becomes an active participant in the action. This happens in the memorable scene where Tommy brings Jimmy and Henry over to his mother’s place for an impromptu dinner in the middle of the night; an excuse to retrieve a butcher knife to chop up the body of Billy Batts out in their trunk. As the characters allude to their victim, the camera pans out to the trunk, just like Hitchcock’s personified camera moving from Marion’s lifeless body to the newspaper to the window in Psycho (1960). The technique can also be done to comedic effect, like panning to the nude painting in Woody Allen’s Hannah and Her Sisters (1986).

Not every directorial technique has to be in-your-face. Subtle ones can be just as effective. Take for instance the blocking of the characters in the scene where Henry awakens to Karen sticking a gun in his face. By moving between each of their point of views, we see the power structure of Karen on top and Henry on bottom. Then, we watch the power reversal as Henry assumes the top position, ultimately leaving Karen lying small on the floor, crying, “I’m sorry!”

Later, Henry is brought down to this same “small on the floor” imagery, when he realizes that Karen has flushed all of their cocaine pouches down the toilet to evade the cops. They cower and collapse, together, in the corner of their bedroom. Scorsese could have chosen to shoot this in a close-up, watching their emotional faces. Instead, he chose a wideshot that would leave them small in the corner. This is brilliant mise-en-scene, where every element in the frame bleeds with symbolic purpose, in this case, the size of the characters in relation to their lavish surroundings.

Perhaps my favorite directorial moment in the entire film comes with the slow-motion push in on DeNiro at the bar, puffing that cigarette and eying down Morrie (Chuck Lowe) with the intention of whacking him, all set to the Clapton riff of Cream’s “Sunshine of Your Love.” Here it’s a reversal of Mean Streets (1973), where Scorsese used a similar slow-motion technique to give a young DeNiro the greatest movie entrance of all time.

The slow-motion cigarette puff arrests viewers by calling attention to itself. You could say the same for Scorsese’s presentation of a man about to be fed to zoo lions. We experience the terror right with him in an upside-down POV shot.

The daring directorial choices reach their zenith during the film’s paranoid Third Act. The sequence features a barrage of jumpcuts, title cards, superimposed text, gas pedal inserts, rapid zooms during cocaine hits, realistic make-up for drugged-out faces and dynamite soundtrack selection, all to create the feel of a most hectic day. It’s a triumph not only for Scorsese as director, but for long-time editor Thelma Schoonmaker, who had won the Oscar for cutting the fight sequences in Raging Bull (1980) and who would win twice more with Scorsese in The Aviator (2004) and The Departed (2006). The Hughes Brothers (Menace II Society) described it best, “The whole segment is nothing but cocaine, helicopters and pasta sauce.”

Even in the film’s final minutes, Scorsese is up to something. After an entire film of Liotta narrating to us in voiceover, Liotta literally turns to us, rising from the courtroom witness stand to walk toward the camera, breaking the “fourth wall” and speaking to us in direct camera address. Moments later, in the film’s final image, Scorsese cuts to a shot of Pesci shooting a handgun directly at the camera, an homage to the aforementioned early gangster flick The Great Train Robbery (1903), showing just how much (and how little) movies had changed in 90 years. Scorsese so loved the homage that he would build an entire film around it in Hugo (2011), sending a train hurtling toward the screen to scare audiences just as Edison’s Great Train Robbery had with that gunshot.


What would a Scorsese movie be without a kickass rock ‘n roll soundtrack? For my money, or should I say, for my dinero, GoodFellas is his best soundtrack, if not one of the best in all of movie history.  The entire soundtrack was handpicked by Scorsese, as he does in all his films, with each song jotted down in the margins of the screenplay. The GoodFellas soundtrack fittingly begins with a symbolic choice — “Rags to Riches” by Tony Bennett — and then moves chronologically through music history from 1955-1980.

The golden oldies are mesmerizing: The Shangri-Lahs, Dean Martin, Jerry Vale, Aretha Franklin, Bobby Darin, The Ronettes, The Drifters, The Cadillacs, Johnny Mathis, The Crystals, Bobby Vinton, The Harptones. It’s just one after the other.

Certain choices play against expectation, making their scenes feel all the more horrific. Note the use of Donovan’s subdued “Atlantis” during the violent beating of Billy Batts.

As we move into the ’70s and ’80s, Scorsese really enters his element with a mix of The Rolling Stones, Cream, Harry Nilsson, The Who, George Harrison and Muddy Watters. In fact, the helicopter sequence was chosen by UnderGroundOnline as the single best use of classic rock in movie history. This Act Three soundtrack flourish culminates in a Sid Vicious (Sex Pistols) cover of Frank Sinatra’s “My Way,” a fitting sign-off for a director who just made his f’n movie his f’n way. If there were any doubt that he could reinvent the gangster genre, Scorsese “ate it up, and spit it out.”

Above all, the most important soundtrack choice is the piano outro of Derek & The Dominoes’ “Layla.” The song first sets the perfect mood for a mid-movie murder montage, then syncs perfectly with each slide of the end credits.

Pop Culture

If you haven’t downloaded the aforementioned songs onto your own iPod playlist, what are you waiting for? The soundtrack is just one of the many lasting legacies of Scorsese’s cinema masterpiece. Most immediately, the film inspired DeNiro to make his own directorial debut with the GoodFellas-esque A Bronx Tale (1993).

The film’s very wardrobe next inspired the three-piece suits of Jon Favreau and Vince Vaughn in the buddy comedy Swingers (1996).

Favraeu even did a guest appearance on The Sopranos (1999-2007), recruiting Christopher as a sort of Henry Hill to his Nicholas Pileggi to get the inside scoop on life in them mafia. As previously mentioned, the Christopher character was played by the same actor who played Spider in GoodFellas, just as Bracco went on to play Tony Soprano’s therapist.

Goodfellas is the Koran for me,” Sopranos creator David Chase told filmmaker/critic Peter Bogdanovich. “I found that movie very funny and brutal and it felt very real. And yet that was the first mob movie that Scorsese ever dealt with a mob crew … as opposed to say The Godfather … which there’s something operatic about it, classical, even the clothing and the cars. You know, I always think about Goodfellas when they go to their mother’s house that night when they’re eating, you know, when she brings out her painting, that stuff is great. I mean The Sopranos learned a lot from that.” (A)

After The Sopranos hung it up in 2007, the GoodFellas references continued in AMC’s Breaking Bad (2008-2013), particularly in Jesse’s drugged-out sequences and in the relationship between Walt and Skyler, which echoed Henry and Karen.

On the silver screen, the film inspired Liotta’s casting as Johnny Depp’s father in Blow (2001), which felt like an extended version of the Third Act of GoodFellas, Rolling Stones and all.

Finally, in 2013, director David O. Russell combined his Oscar-winning casts from The Fighter (Christiane Bale, Amy Adams) and Silver Linings Playbook (Bradley Cooper, Jennifer Lawrence, Robert DeNiro) for a con-turned-informant tale that brought plenty of comparisons to Marty’s GoodFellas.


With so many pop culture references, is GoodFellas Scorsese’s best? In 2002, the Sight & Sound global critics poll said it was Raging Bull, but in 2012, the same poll put Taxi Driver as his best, with GoodFellas all the way down at 171st. When the same organization polled directors, Taxi Driver ranked No. 5 and Raging Bull ranked No. 12, while GoodFellas ranked 48th, with David O. Russell (Silver Linings) and Guillermo Del Toro (Pan’s Labyrinth) putting it in their own personal Top 10s.

Here in the United States, the American Film Institute also ranked GoodFellas in its Top 100 Movies of All Time, placing Raging Bull at No. 4, Taxi Driver at No. 52 and Goodfellas all the way down at No. 92. For some reason, the AFI continues to underrate both GoodFellas and Pulp Fiction. Perhaps this will change over time.

After all, Roger Ebert called it “the best mob movie ever,” a big claim in the company of The Godfather. I’d like to say that The Godfather is the best white-collar look at mafia life, while GoodFellas is the best blue-collar look. And even if Mean Streets, Taxi Driver and Raging Bull are more historically significant, GoodFellas remains his most accessible with an 8.7 on IMDB, the one you’d gladly pop in the DVD player to show your friends without hesitation, giddy at the rare chance to share an art masterpiece without having to give a disclaimer of “ambiguity” or “character study.” Indeed, GoodFellas best captures both sides of The Film Spectrum. Scorsese once called movies “the eternal battle between artistic expression and commercial imperative.” GoodFellas is the blueprint for walking that line, holding firm among the the coke lines, mob hits and Claptop piano keys.


CITE A: Peter Bogdanovich interview with Sopranos creator David Chase

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