Study Guide

Goodfellas Behind the Scenes

  • Director

    Martin Scorsese

    Martin Scorsese is the sole member of a very exclusive club. No, not the Association for Renaissance Martial Arts. We mean the fact that the Goodfellas director has churned out a classic movie every decade for the last 50 years. Check out this all-star lineup:

    • 1970s – Taxi Driver
    • 1980s – Raging Bull
    • 1990s – Goodfellas
    • 2000s – The Departed
    • 2010s – The Wolf of Wall Street

    All five of these flicks received Academy Award nominations for Best Picture (and The Departed won), catapulting Scorsese into a class of his own. Now we know what we're doing this Saturday instead of mowing the lawn and picking up our little brother from that birthday party at Chuck E. Cheese's. Sorry, bro.

    As a director, Scorsese follows a similar narrative and visual thread in his films. Film scholar Robert Casillo calls it the "festival gone wrong" (source)—and he's not talking about a Tilt-A-Whirl on fire or poisoned funnel cakes. But, how cool would that movie be, right?

    In the case of Goodfellas, Scorsese's 14th film, Casillo explains that this idea "applies to Mafia festivities resulting in or leading unexpectedly to exclusionary social violence." Basically, in a textbook Scorsese movie, everybody gets so wrapped up in violence and ambition and personal rivalries that everything spins out of control and people get hurt. Or worse. So maybe it is like a Tilt-A-Whirl on fire. All of those classic movies we listed above? Festivals gone terribly, terribly wrong.

    Keep Your Friends Close, and Your Editor Closer

    Scorsese likes to work with the same trusted movie-making allies on many of his pictures, and Goodfellas is no exception. "There's always a danger that working with the same people over and over again can induce a kind of complacency," author Glenn Kenny said of the Goodfellas shoot, "but I think particularly here the insane nature of the material pushed everyone to really innovate and react with their most deft artistic muscle" (source). Given Goodfellas' frenetic pacing and quick cuts, editor Thelma Schoonmaker was Scorsese's secret weapon. Or perhaps not-so-secret weapon. The veteran celluloid chopper has been nominated for seven Oscars, six of them for collaborations with Scorsese, and she's won three. Not a bad batting average.

    Makin' Movies With Marty: a Family Affair

    But, Scorsese doesn't leave all of the heavy lifting to his creative team. "He was involved in every detail," second assistant director Deborah Lupard told GQ magazine of the Goodfellas shoot, "every ring that goes on a finger. If an actor needed money in their pocket it had to be real money. Marty always works the same: It's always about the actors and whatever they needed." Adds actor Ray Liotta (Henry Hill): "Marty would tie my tie every day. There was a certain way that he wanted it done." (Source)

    Is Scorsese a control freak? Maybe. Or, maybe he just has an idea of how he wants things done. After all, that's the director's job.

    Except for when it's the director's mom's job. According to Goodfellas production designer Kristi Zea, Scorsese enlisted his mom to cook all of the food for the scenes where the cast was scarfing down Italian food because he wanted his actors to feel, and digest, the authenticity of what they were doing. (Source)

    For Scorsese, making Goodfellas was a family affair. Literally. The director also cast both of his parents in the film. His father plays one of the men who take Tommy to be killed, and his mother—when she wasn't making gravy—plays Tommy's naïve but well-intentioned mother. (Source) While it would be unfair to say outright that Scorsese is a control freak, we can all agree that he's a bit of a nepotist.

    Your Go-To Guy for Gangsters

    Scorsese has become synonymous with gangster flicks, and Goodfellas helped seal the deal. "Scorsese has more than any other director revamped the gangster genre through the example of Goodfellas, which has had wide influence," Casillo claims. "I know of no one who has yet matched Goodfellas for its inventiveness and originality." (Source) Scorsese earned a Best Director nomination for the film, and while the Academy didn't send him home with a little golden guy that night, decades later, Goodfellas retains a rabid fan following thanks to Scorsese's innovative directorial vision. And his mom's awesome spaghetti.

  • Screenwriter

    Nicholas Pileggi and Martin Scorsese

    Nicholas Pileggi knows wiseguys. 

    The New York-born journalist spent 30 years profiling the goings-on in gangland before his breakout book—appropriately titled Wiseguy—hit shelves in 1986. That non-fiction opus would become the backbone of the Goodfellas' script, which Pileggi penned with the film's director, Martin Scorsese.

    Nick and Nora's Playlist

    Without Pileggi's wife, author Nora Ephron, Goodfellas would never have been made. Scorsese loved Wiseguy like a mafia don loves favors, and he knew he had to turn it into a movie. So, he called Pileggi—and Pileggi thought it was a joke. (Source)

    We can't blame him. It's not every day that you get a call from Martin Scorsese. By the time Wiseguy hit his nightstand, the director had already established himself as a movie-making titan with films like Mean Streets, Taxi Driver, and Raging Bull. You can see why Pileggi thought he was being punked.

    So, Scorsese went around Pileggi to Ephron, and the rest is history. They say that behind every good man is a good woman; sometimes that good woman tells you to call Martin Scorsese back, pronto. Ephron herself wrote and directed her own string of hit films, like When Harry Met Sally, Sleepless in Seattle, and the mafia comedy My Blue Heaven, which, just like Goodfellas, tells the tale of a former mobster navigating life in the Witness Protection Program. You might say exiled mobsters was the Ephron-Pileggi family business.

    Little Marty From Little Italy

    Scorsese's own upbringing in New York made him the perfect director to bring Pileggi's reporting to life on the big screen. "Marty grew up in Little Italy, and his best friend was the son of the Mafia boss there," Goodfellas' director of photography Michael Ballhaus told GQ magazine. "When he was a kid, he had asthma, so he couldn't go on the streets. He went home and watched movies on television, hours and hours. He told me once that if he were a big guy, like his friend, 'I probably would have been one of them'" (source). Simply put, Scorsese knew how to tell the story of guys like Henry Hill and Paulie Cicero because, well, he grew up with guys exactly like them.

    Fortunately, he turned to a life of winning Oscars instead of organized crime.

    The Real Deal

    Ultimately, Goodfellas' script sticks close to Pileggi's book, and it reeks of authenticity—you know, in a good way. Wiseguy draws upon hundreds of hours of interviews with the real Henry Hill, resulting in one seriously faithful mob movie. As Roger Ebert notes, "The screenplay by Pileggi and Scorsese distills [Hill's] memories into a fiction that sometimes plays like a documentary, that contains so much information and feeling about the Mafia that finally it creates the same claustrophobic feeling Hill's wife talks about: The feeling that the mob world is the real world" (source). In schoolroom terms, Pileggi did the homework, and Scorsese turned it into one heck of a class presentation.

    Tradition? Who Needs It?

    Of course, Pileggi and Scorsese's collaboration wasn't all rainbows and pepperonis. According to Script Shadow, Pileggi, ever the reporter, wanted the movie to follow a traditional, tidy, linear narrative. Scorsese, on the other hand, wanted the narrative to be twitchier and more episodic.

    Flashbacks? Bring 'em on. Freeze frames? You got it.

    As evidenced by the fact that the final script starts in 1970 and promptly jumps back in time to 1955, Scorsese made Pileggi an innovative offer the journalist couldn't refuse.

    Pileggi and Scorsese's creative compromise resulted in an Oscar-nominated screenplay that stays faithful to Henry Hill's real story but kicks it up a notch. "As it adopts the flat tone of Henry, its principal narrator, it also reflects Henry's jittery and driven concerns. It moves from sequence to sequence with slightly crazed speed, as if anticipating one of the cocaine highs that, finally, were to be Henry's undoing," explains The New York Times' Vincent Canby (source). The combination of Pileggi's coolheaded reporting and Scorsese's vivid, often frenetic, visuals creates a movie that puts the "motion" in "motion picture" and ensnares audiences like an FBI sting operation.

    In the end, Goodfellas' script does right by Henry Hill but still pops like a Tommy Gun in all the right places, creating a lasting, realistic look at mob life in the mid-to-late 20th century that even hot-tempered Tommy DeVito could get behind—you know, if he weren't a fictional character. And dead. "Mob guys love it, because it's the real thing, and they knew the people in it," Pileggi told GQ. "They say, 'It's like a home movie'" (source).

  • Production Studio

    Warner Bros.

    What's the first thing you think of when you hear the name Warner Brothers? Bugs Bunny? Harry Potter? Hobbits? Whatever image enters your noggin, we're willing to bet it's not gangsters. In the 21st century, Warner Brothers has become most associated with big, fantastical family films; you know, the type you can build entire theme parks around.

    But, here's the thing: Back in the 1930s, when Prohibition was in full swing and hoods were making headlines, Warner Brothers was ground zero for gangster flicks. America had become straight-up fascinated by street gangs, and the forward-thinking folks at Warner Brothers were primed to give the people what they wanted. "You had films like Public Enemy, which was Warner Brothers with James Cagney, and Little Caesar with Edward G. Robinson, [which was] also Warner Brothers," explains film scholar John McCarty. "The three great gangster stars that we remember—Robinson, Cagney, and [Humphrey] Bogart—were all Warner Brothers stars. Warner Brothers was the gangster film studio." (Source)

    Mad About the Mob

    Fast-forward to 1990.

    America? Still in love with the mob. But Goodfellas? Not so much—at least, not initially. According to the BBC's Tom Brook, "[…] the initial response from the public at studio test screenings was ominous: there were reports of people walking out and the audience becoming agitated as they watched this sometimes harrowing story of a real-life New York mobster" (source). While America may have been mad about the mob, Goodfellas' violent content simply made them mad at the mob.

    "The previews were scary," recalls executive producer Barbara De Fina. "By the time Spider gets killed, the audience would get angry. The audience wanted to go back to having fun. The movie was taking them someplace they weren't sure they wanted to go" (source). According to another executive producer, one disastrous screening even resulted in the film's crew hiding at a nearby bowling alley in order to avoid the enraged audience.

    Super Bob

    The execs at Warner Brothers were equally stunned by the film's brutal reception. "We all were a little depressed," confesses the studio's former chairman, Bob Daly. "But we also knew that it was a good movie." Daly battled the film ratings board to get Goodfellas into theaters, and he won. (Source)

    "Bob just wore the rating agency down," explains Nicholas Pileggi, the film's co-writer. "[...] we were supposed to open in maybe 2,000 movie theaters. We opened in about 1,000. And they can put your movie in an A theater or they can put it in a B theater with fewer seats, a grungier place. They really thought they had a bomb" (source). So it was a small, sticky-floored victory but a victory nonetheless.

    Butts were put in seats.

    The WB Gets the Last Laugh

    In spite of its humble, grungy, bowling ball-filled beginnings, Goodfellas went on to be a massive success for Warner Brothers. As evidenced by its 96 percent fresh rating on Rotten Tomatoes, critics adored the stylish, exciting tale of a Brooklyn gang's rise and fall. Oscar voters did, too. The movie was nominated for six Academy Awards, including Best Picture, and Joe Pesci brought home the Best Supporting Actor statuette for his portrayal of Tommy DeVito—ironically, the most violent character in the film.

    When all was said and done, the studio—and their faith in Goodfellas—prevailed. Moviegoers came around in the end. "Goodfellas has the […] understanding that even as the audience watches on with horror, there's some tiny part of them that has completely surrendered to the madness and the fun," writes The Atlantic's David Sims. "That was Goodfellas's original genius and, even in retrospect, it seems impossible to equal" (source).

    And nobody understood Goodfellas' brilliance better than the film's subject, the real Henry Hill. According to, Hill was so stoked about the film that, after it premiered, he got booted from the FBI's Witness Protection Program because he couldn't stop bragging that Goodfellas was all about him—blowing his cover.

  • Production Design

    Martin Scorsese's camera just can't sit still. It's like your little brother, two hours into a nine-hour road trip—you know, minus the sticky fingers and repeated requests to play license plate poker. Unlike your pesky little brother, however, there's a method to Scorsese's madness.

    Setting the Mood

    Scorsese's mix of quick cuts, long panning shots, and even the liberal use of freeze frame creates a mood. It doesn't just let you see what it's like to be a gangster, it lets you feel it. "Scorsese's camera caresses these guys, pays attention to the shines on their shoes and the cut of their clothes," explains Roger Ebert. "And when they're planning the famous Lufthansa robbery, he has them whispering together in a tight three-shot that has their heads leaning low and close with the thrill of their own audacity. You can see how much fun it is for them to steal." (Source) The mob is an incredibly tight-knit, insular, closed-off family. Scorsese's production flourishes let you inside. And, unlike Henry, you don't even have to get arrested first.

    That Infamous Tracking Shot

    The long, unbroken shot that follows Henry and Karen into the Copacabana isn't just the most famous scene in Goodfellas; it's one of the most famous scenes in film history, period. "It's probably the hardest orchestrated single shot I've ever been involved in," first assistant director Joseph Reidy told GQ magazine. Adds Steadicam operator Larry McConkey, "There were 400 or more absolutely precise timing moments. It was totally impossible, mathematically."

    The point of all of that hard work is to put the viewer in Henry's freshly buffed shoes. Doors being opened, tips being dished out, tables and champagne flying in from nowhere: Through that single continuous shot, the audience gets to ride shotgun with Henry on his big night out, as he works his butt off to impress Karen. Wooing her is a dance more intricate than a Pirates of the Caribbean paso doble, and Henry knows all of the steps. That Steadicam shot lets the viewer dance, too.

    Henry According to Henry

    That legendary tracking shot isn't the only way we're fed Henry's POV. It's not even the main way. The primary way that the viewer grasps Henry's point of view is through voice-over. "Often […] if you have a complicated plot, and you haven't figured out the plot, you have a voice-over explaining it to people," explains the film's co-writer, Nicholas Pileggi. "That isn't what we have here. What we have here is really the essence of the story... Let [Henry] tell his own story." (Source) Allowing Henry to share not only his story but also his motivations for all of the crazy stuff that goes down is just another innovative way that Goodfellas locks its audience into Henry's perspective.

    So, why is that important? Because Henry and his associates do some seriously messed up stuff. The production techniques that Scorsese and his crew use to invite audiences into Henry's dynamic, claustrophobic, often violent world keep these wiseguys from turning into total monsters. Because Henry explains to us in voice-over why he does what he does, we see that's he majorly flawed but still totally human.

    Mobsters—They're Just Like Us

    Furthermore, when Henry climbs down off the witness stand at the end of the movie, breaks the fourth wall, and appeals to the audience directly, it becomes clear that he doesn't just want the audience to understand him—he needs them to. But, don't get it twisted: Henry isn't seeking forgiveness for the crimes he committed. Henry feels like he's the victim of the greatest injustice of all: having to waste away in suburbia like a regular schnook. He breaks the fourth wall in pursuit of your empathy.

    Scorsese's production techniques don't judge Henry. They simply let Henry tell his own tale. Getting his story heard is important to him because, the way he sees it, he just wants what everybody wants: economic security, safety for his family, a sense of belonging, and some bomb spaghetti. Unlike you and us, however, he regularly goes to disturbing, and usually illegal, lengths to get those things. (We don't know about you, but our dad never robbed an airline so he could get us a rad Christmas tree. Just saying.)

    Is Henry a bad guy? That's left up to the viewer to decide after they spend 146 minutes listening to him make his case. Because Goodfellas' production isn't trying to rat anybody out.

  • Music (Score)

    How cool would it be to hire Martin Scorsese to DJ your next party? Sure, his rate would be astronomical, but the dude has a knack for picking just the right song to fit any occasion.

    DJ Marty

    Scorsese handpicked the Goodfellas soundtrack himself. "Marty once told me that he knew what all of the songs were going to be three years before he shot the film," Goodfellas music editor Christopher Brooks told GQ. "There was no music supervisor. Marty is the music supervisor." Adds Illeana Douglas, who plays Rosie: "Music really helps Marty tell the story. It starts to kick in the juices. And his timing is unbelievable. When he was in the editing room, he would time the beat. He snaps a lot."

    Scorsese deploys pop tunes like time bombs, using them to add meaning and depth to scenes and sequences. As Henry starts his climb through the mob's ranks, for example, lured in by their decadent lifestyle, we hear Tony Bennett's "Rags to Riches" because that's precisely what Little Hank's dreaming of: trading in homework and chores for Cadillacs and a flashy suit or two. When we're first introduced to Henry's girl on the side, Janice, they're on a date, listening to Jerry Vale's "Pretend You Don't See Her." It's hard not to think of Karen at home, as Henry wines and dines Janice and acts like Karen doesn't exist.

    Not all of Scorsese's music picks are so on-the-nose, though. Take the use of "Layla" by Derek and the Dominos, for example, which underscores the grisly montage of dead bodies after the Lufthansa heist. The song is jarring in its beauty, and it totally contrasts with all of the corpses flashing before our eyes. The use of "Layla" emphasizes just how nasty the murders are—and guarantees that we'll never hear Eric Clapton the same way again.

    Now That's What I Call Music

    So, what's with all of the pop tunes? It's simple: that's the music the characters in the film would've been listening to. Bennett, the Cleftones, the Rolling Stones: these are the recording artists who were thumping on Henry and his fellow street-level thugs' stereos. "When I talk about recreating the spirit of that world, the music is as important as the dialogue and the behavior," explains Scorsese. "From 1947 on, music scored what was happening in the streets, the back rooms. And it affected, sometimes, the behavior of the people, because this music was playing in the streets." (Source)

    To be clear: Scorsese is not saying that the Shangri-Las affected wiseguys' behavior so profoundly that it inspired murder. Hardly. He just means that music is a mood setter. It provides atmosphere. Scorsese's carefully crafted soundtrack gives Goodfellas a sense of authenticity that you can swing, rock, and roll to in your car—even if you don't have Billy Batts rattling around in your trunk.

  • Fandoms

    The wiseguys in Goodfellas may be totally old school, but that doesn't mean the film's fans can't pay their Sicilian-style tribute to Paulie, Henry, and all of the rest online. They're everywhere:

    • Goodfellas Minute
      The podcast for Goodfellas fans with short attention spans—we're looking at you, Sandy—Goodfellas Minute analyzes the 1990 film one marvelous minute at a time. New episodes are released every weekday.
    • The New York Bars and Restaurants of Goodfellas
      Movie buffs with a healthy appetite for all things Goodfellas can eat, drink, and be merry at the bars and restaurants where the film was shot courtesy of this Eater guide. Be forewarned, though: tipping like a mobster is a good way to go broke.
    • Fanpop's Goodfellas site
      Here, fans are given a chance to upload some pretty out-there videos, with dogs and Legos standing in for the wiseguys. They didn't clean up the language though, so be prepared.