Martin Scorsese's visceral, propulsive masterpiece that revolutionized the gangster film genre with its kinetic style and unflinching portrayal of mob life
Based on Nicholas Pileggi's non-fiction book "Wiseguy," Goodfellas tells the true story of Henry Hill (Ray Liotta), a half-Irish, half-Sicilian kid from Brooklyn who rises through the ranks of the Italian mob from the 1950s to the 1980s. The film follows his journey from starstruck teenager to successful gangster to paranoid cocaine addict and eventual FBI informant.
From his early days running errands for local wiseguys, Henry is seduced by the wealth, power, and respect that come with mob life. "As far back as I can remember, I always wanted to be a gangster," he confesses in the film's opening voiceover, setting the tone for Scorsese's unflinching examination of organized crime's allure and brutality.
As Henry ascends in the criminal hierarchy, he partners with the calculating Jimmy Conway (Robert De Niro) and the volatile Tommy DeVito (Joe Pesci) to orchestrate increasingly lucrative schemes, including the landmark Lufthansa heist at JFK Airport. He also courts and marries Karen (Lorraine Bracco), a Jewish woman initially dazzled by Henry's lifestyle who gradually becomes complicit in his criminal activities.
The good times don't last. As the decades pass, paranoia and drug addiction begin to consume Henry. After a botched cocaine deal, he becomes convinced his partners are planning to kill him. Facing imminent danger from his fellow mobsters and federal prosecution, Henry makes the decision to enter the Witness Protection Program, testifying against his former associates and abandoning the only life he's ever known.
The film concludes with Henry lamenting his new anonymous existence: "I'm an average nobody. I get to live the rest of my life like a schnook"—a final ironic note suggesting that for Henry, the loss of his gangster identity is a fate worse than prison or death.
Goodfellas represents the pinnacle of Scorsese's kinetic visual storytelling. Working with cinematographer Michael Ballhaus and editor Thelma Schoonmaker, Scorsese created a propulsive style that mirrors the exhilarating yet volatile nature of mob life. The film's most celebrated sequence—the Copacabana tracking shot where Henry takes Karen through the nightclub's back entrance—serves as both technical tour de force and thematic statement. As the camera follows the couple through kitchens and service areas before emerging at a prime table that materializes just for them, we experience the intoxicating power and privilege that draws Henry to the criminal lifestyle.
Other virtuosic visual sequences include the extended cocaine-fueled paranoia montage near the film's end, where increasingly frantic editing and distorted camera angles externalize Henry's deteriorating mental state. Freeze frames, whip pans, fourth-wall breaking narration, and voice-over transitions between characters (particularly Henry and Karen) create a sense of intimate immediacy that pulls viewers into this world rather than allowing safe distance from it.
While building on the gangster film tradition established by classics like The Public Enemy and The Godfather, Goodfellas deliberately undermines many of the genre's romantic conventions. Scorsese presents organized crime not as a shadow government with strict codes of honor, but as a chaotic ecosystem of predators where loyalty is temporary and violence erupts randomly. The murder of Tommy—shot in the back of the head without warning during what he believes is his induction ceremony—brutally subverts the solemn ritual portrayed in The Godfather.
Unlike traditional gangster protagonists who achieve tragic grandeur in their downfalls, Henry ends not with a blaze of glory but with mundane witness protection. His final complaint about having to order "spaghetti with marinara sauce" instead of proper Italian food underscores the film's ironic perspective on his petty concerns even after escaping certain death.
Goodfellas presents organized crime as a dark reflection of American capitalism, where outsiders create their own economic system with its own rules. Henry explicitly frames his criminal career in terms of the American Dream: "To me, being a gangster was better than being the President of the United States." The film explores how immigrant communities historically excluded from legitimate opportunity created parallel power structures.
The irony of Henry's journey is that even as he achieves material success, he remains fundamentally an outsider. As a half-Irish "mutt," he can never be a "made man" in the Italian Mafia, leaving him perpetually vulnerable despite his achievements. His pursuit of the gangster version of the American Dream ultimately leaves him with nothing—not even his identity.
The film's soundtrack—comprising 48 songs from the 1950s through the 1980s—functions as much more than background accompaniment. Scorsese uses carefully selected period music to establish time periods, externalize character psychology, and provide ironic commentary on the action. The progression from the romantic doo-wop of the Drifters' "This Magic Moment" during Henry and Karen's early courtship to the paranoid intensity of Harry Nilsson's "Jump Into the Fire" during the cocaine-fueled final day charts the emotional arc of the story.
Perhaps most memorably, the use of Derek and the Dominos' piano coda from "Layla" during the discovery of multiple bodies from the Lufthansa heist creates a haunting juxtaposition. The elegiac, melancholic music transforms the grotesque tableau of frozen corpses into a visual requiem, suggesting both the inevitable consequence of this lifestyle and Jimmy's ruthless elimination of loose ends.
The fascinating story of how Goodfellas came to life
The journey to making Goodfellas began when Scorsese came across a review of Nicholas Pileggi's book "Wiseguy" in 1986. He immediately contacted Pileggi, telling him, "I've been waiting for this book my entire life." Pileggi responded, "I've been waiting for this phone call my entire life." The two worked closely to adapt the material, with Scorsese insisting on maintaining the first-person narration that makes the film so distinctive.
The screenplay went through numerous drafts, with Scorsese and Pileggi conducting extensive interviews with both Henry and Karen Hill, who were living under witness protection. Many of the film's most memorable moments—from the "funny how?" scene to Henry selling guns with the helicopter overhead—came directly from Hill's anecdotes.
While Robert De Niro was a natural choice for Scorsese, having collaborated on five previous films, many other casting decisions proved more complex. For the crucial role of Henry Hill, Scorsese considered Tom Cruise and Sean Penn before settling on Ray Liotta, then relatively unknown. Liotta's persistence won him the part—he approached Scorsese at the Venice Film Festival and lobbied aggressively for the role.
Madonna was initially considered for Karen, but Scorsese became convinced Lorraine Bracco was right for the part after seeing her in Someone to Watch Over Me. For the volatile Tommy DeVito (based on real-life gangster Tommy DeSimone), Scorsese turned to Joe Pesci, who drew on a real-life experience for the film's famous "funny how?" scene. As Pesci explained years later, he had once unintentionally insulted a gangster by calling him "funny," leading to a tense confrontation similar to the one depicted in the film.
Scorsese approached the film's production with meticulous attention to detail and a willingness to experiment. The famous Copacabana tracking shot was accomplished using a Steadicam, with cinematographer Michael Ballhaus rehearsing the complex movement multiple times before capturing it in just seven takes. The shot required perfect choreography between the camera operator, actors, and dozens of extras.
For the film's narration, Scorsese chose to have Liotta record his voice-over while watching rough cuts of the scenes, rather than reading from a script in a sound booth. This created the conversational, spontaneous quality that makes the narration feel like Henry is speaking directly to viewers.
Perhaps most famously, the "Do I amuse you?" scene was largely improvised. Scorsese provided minimal direction, simply telling Pesci to explore the idea of a gangster feeling disrespected. Pesci and Liotta developed the scene in rehearsals, with the other actors at the table genuinely uncertain how the scene would play out, creating the authentic tension visible in their reactions.
Rather than commissioning an original score, Scorsese personally selected dozens of period-appropriate songs to create what he called "a counterpoint" to the action. He maintained detailed notes about which songs would accompany specific scenes even during the scriptwriting phase. Each selection was deliberately chosen for both period authenticity and thematic resonance.
The music budget ultimately consumed a substantial portion of the film's $25 million total cost. Scorsese fought with the studio to maintain his extensive song selections, convincing executives that the music was essential to the film's immersive period atmosphere and emotional impact rather than merely background accompaniment.
Upon its release in September 1990, Goodfellas received widespread critical acclaim but relatively modest commercial success, earning $47.1 million against its $25 million budget. It received six Academy Award nominations, including Best Picture and Best Director, but won only one Oscar for Joe Pesci's supporting performance. Scorsese lost the Best Director award to Kevin Costner for Dances with Wolves, in what many consider one of the Academy's most egregious oversights.
Despite its initially modest box office, the film's reputation has grown enormously over time. It was selected for preservation in the National Film Registry in 2000, and regularly appears near the top of lists of the greatest films ever made. Perhaps more significantly, its stylistic innovations have influenced countless films and television series, from Boogie Nights and Pulp Fiction to The Sopranos (which featured many actors from Goodfellas) and Breaking Bad, whose creator Vince Gilligan cited it as a primary influence.
Breaking down the most iconic and significant moments in Goodfellas
Perhaps the film's most famous sequence follows Henry as he takes Karen on a date to the Copacabana nightclub. Rather than waiting in line, he leads her through a service entrance, down corridors, through the kitchen, and into the club, where a table is immediately placed for them directly in front of the stage.
Shot in a single unbroken take using a Steadicam, this masterful sequence accomplishes multiple storytelling goals simultaneously. On a narrative level, it shows Karen being seduced by Henry's world of privilege and access. Thematically, it illustrates how Henry literally and figuratively takes a back-door approach to success. Stylistically, it establishes the film's immersive, subjective perspective, pulling viewers along for the ride rather than observing from a distance.
The technical excellence of the shot—weaving through crowded spaces with precise timing and choreography—became immediately influential in cinema, inspiring countless imitations. More than just a showpiece, however, the sequence perfectly integrates form and content, using the exhilarating movement to convey the intoxicating allure of Henry's lifestyle.
What begins as casual banter among gangsters at a restaurant turns suddenly tense when Tommy (Joe Pesci) takes offense at Henry calling him "funny." As Tommy escalates—"Funny how? Funny like I'm a clown? I amuse you?"—the mood shifts dramatically from camaraderie to terror as the other men realize Tommy might violently explode.
This scene, largely improvised by Pesci based on a real incident from his youth, encapsulates the volatile unpredictability at the heart of mob life. The laughter can turn to violence in an instant, and no one is ever truly safe. Pesci's performance—shifting from jovial to menacing and back with terrifying ease—earned him an Academy Award and created one of cinema's most quoted sequences.
Cinematically, Scorsese captures the scene primarily in medium shots that keep all the men in frame, allowing viewers to observe their increasingly uncomfortable reactions. The camera moves minimally, creating a trapped feeling that mirrors Henry's situation—unable to escape this dangerous moment he inadvertently created.
Set to the melancholic piano coda from Derek and the Dominos' "Layla," this haunting sequence reveals the aftermath of the Lufthansa heist as Jimmy systematically eliminates everyone connected to the robbery. Bodies are discovered in garbage trucks, meat freezers, and pink Cadillacs as Henry's narration matter-of-factly explains each murder.
The sequence's power comes from its juxtaposition of horrific violence with eerily beautiful music and calm narration. Rather than showing the murders themselves, Scorsese focuses on the discovery of bodies, creating a more reflective, elegiac mood than an action sequence would provide. This approach transforms what could be merely gruesome into a meditation on the inevitable consequences of this lifestyle.
The "Layla" montage exemplifies Scorsese's masterful use of music as a narrative tool. The instrumental's melancholic, almost mournful quality provides emotional counterpoint to the brutal pragmatism of Jimmy's actions, suggesting a tragic inevitability to these deaths while maintaining the film's moral perspective on the violence it depicts.
The film's climactic sequence follows Henry through his increasingly frantic final day of freedom—cooking dinner, making drug deliveries, shopping for guns, and constantly looking for the helicopter he believes is following him, all while his paranoia escalates under the influence of cocaine.
Technically, this sequence represents Scorsese and editor Thelma Schoonmaker's most innovative work. As Henry's mental state deteriorates, the editing becomes increasingly fragmented, with rapid cuts, jump cuts, and discordant sound transitions creating a subjective experience of his cocaine-fueled anxiety. The soundtrack shifts rapidly between multiple songs (including Harry Nilsson's frantic "Jump Into the Fire" and the Rolling Stones' "Monkey Man"), adding to the sensory overload.
The sequence brilliantly depicts the collapse of Henry's carefully compartmentalized life as all his separate activities collide in a single chaotic day. The helicopter—glimpsed intermittently throughout—serves as both an actual surveillance threat and a manifestation of Henry's guilt and paranoia. The frenetic style eventually resolves into Henry's arrest, providing release from the unbearable tension while confirming his fears were justified.
Exploring the deeper meaning and cultural significance of Goodfellas
At its core, Goodfellas examines a distinctly American paradox: the simultaneous glorification of wealth and success alongside condemnation of those who achieve it through illicit means. Henry Hill's journey represents a twisted version of the American Dream, where a young man from humble beginnings achieves wealth and status, but through a criminal parallel economy rather than legitimate channels.
The film acknowledges the real socioeconomic factors that made organized crime attractive to marginalized immigrant communities. For young men like Henry, born into working-class families with limited opportunities, the mob offered an alternative path to the prosperity they saw celebrated in American culture but felt excluded from attaining through conventional means.
Scorsese portrays this criminal subculture with anthropological detail—the social hierarchies, unwritten rules, and specific cultural practices that constitute an entire shadow society. The early scenes linger on the material rewards of mob life: the lavish nightclubs, custom suits, and privileged access. Yet as the narrative progresses, the dream curdles into nightmare. By the film's conclusion, Henry has lost everything, including his identity, suggesting that the American Dream pursued through corrupt means ultimately leads to self-destruction.
Goodfellas places viewers in an uncomfortable position by creating identification with deeply flawed, often monstrous characters. Through techniques like first-person narration, subjective camera work, and charismatic performances, Scorsese makes the audience complicit in Henry's perspective before gradually revealing the full horror of this world.
The film refuses easy moral judgments while never glorifying violence. When Tommy brutally murders Billy Batts for a perceived insult, the camera doesn't flinch, forcing viewers to confront the genuine horror of an act that Tommy and his associates treat as routine. Similarly, Karen's gradual corruption—from initial shock at the criminal lifestyle to active participation and even sexual arousal at Henry's violence—mirrors the audience's own potential seduction by the film's charismatic portrayal of criminality.
By the conclusion, Henry's betrayal of his associates, while necessary for his survival, is presented without heroic framing. His decision to become an informant stems from self-preservation rather than moral awakening, leaving viewers to grapple with a protagonist who never truly acknowledges the human cost of his choices.
The film presents organized crime as a hypermasculine subculture with specific codes governing male behavior and relationships. Physical violence, sexual conquest, and material wealth serve as the primary markers of status in this environment. Tommy's extreme volatility stems partly from his need to constantly prove his masculinity through dominance displays, while Paulie's quiet authority represents a more restrained but equally potent version of criminal patriarchy.
The brotherhood among Henry, Jimmy, and Tommy initially appears genuine but ultimately proves conditional. Their loyalty extends only as far as mutual benefit, with Jimmy plotting to eliminate Henry when he becomes a liability. The film suggests that the masculine bonds celebrated in more romanticized gangster narratives are ultimately subordinate to self-interest in the actual criminal world.
Women in this environment are either possessions to be displayed (like Henry's mistress) or eventually corrupted into accomplices (like Karen). Karen's narration provides crucial counterpoint to Henry's, offering a female perspective on a male-dominated world, but her participation in Henry's crimes complicates any reading of her as merely a victim of circumstance.
Perhaps Goodfellas' most disturbing insight is how it portrays extreme violence and criminality as routine aspects of daily life for its characters. Rather than presenting gangsters as larger-than-life figures making grand moral choices, Scorsese shows them as ordinary people for whom murder and extortion are simply professional activities—discussed with the same casualness as a business lunch.
The domestic scenes in particular highlight this normalization of criminal life. Henry and Karen argue about marital issues while hiding guns and planning drug deals. Tommy's mother serves dinner to her son and his friends after they retrieve a knife to dismember a body in their trunk. This juxtaposition of extreme violence with domestic banality creates the film's most unsettling effect, suggesting how easily humans can compartmentalize immoral behavior when it becomes socially normalized within their community.
Even in witness protection, Henry's primary complaint isn't moral reckoning with his crimes but disappointment with the quality of Italian food available to him. This final note underscores the film's darkest insight: that for Henry, the loss of status and comfort matters more than the lives he helped destroy.
How Goodfellas transformed cinema and popular culture
Goodfellas reshaped the gangster genre for the modern era, moving away from the operatic grandeur of The Godfather toward a more documentary-like immersion in criminal psychology and everyday mob operations. Where previous gangster films often portrayed organized crime as a shadow government with strict codes of honor, Scorsese presented a chaotic ecosystem where violence erupts randomly and loyalty lasts only until it becomes inconvenient.
This more naturalistic approach influenced subsequent crime films and television, most notably David Chase's The Sopranos, which featured several Goodfellas actors and explicitly referenced the film multiple times. Chase acknowledged Scorsese's influence, particularly in the show's willingness to portray mobsters as simultaneously monstrous and mundane.
The film's unflinching yet non-judgmental observational quality—allowing viewers to experience the allure of criminal life while also confronting its horrific consequences—established a template for morally complex crime narratives that continues in works like Breaking Bad and Ozark.
Beyond its thematic influence, Goodfellas introduced stylistic techniques that have become fundamental to contemporary filmmaking. The integration of multiple narrators, freeze frames, extended tracking shots, and pop music as narrative counterpoint rather than mere background all existed before Goodfellas, but Scorsese's synthesis of these elements created a new cinematic vocabulary for depicting subjective experience.
The film directly influenced a generation of filmmakers who emerged in the 1990s. Quentin Tarantino's use of period music, non-linear structure, and casual violence in Pulp Fiction (1994) shows clear Goodfellas inspiration. Paul Thomas Anderson's Boogie Nights (1997) features a direct homage with its own nightclub tracking shot. Guy Ritchie's frenetic British gangster films, including Lock, Stock and Two Smoking Barrels (1998), adapt Scorsese's kinetic style to a different cultural context.
The film's freeze-frame technique, voice-over narration, and fourth-wall breaking have become so ubiquitous in film and television that they're now recognized tropes, often employed in comedies and dramas far removed from crime genres. Even Marvel's Deadpool films use narrative techniques that can be traced to Goodfellas' innovations.
Few films have generated as many memorable quotes and scenes that permeate popular culture. The "funny how?" scene has been parodied in everything from The Simpsons to Family Guy. Henry's opening line—"As far back as I can remember, I always wanted to be a gangster"—has become one of cinema's most recognizable introductions. Scenes like the Copacabana tracking shot are studied in film schools and referenced in countless subsequent works.
The film's cultural footprint extends to music, with artists from Jay-Z to the Black Keys incorporating references to Goodfellas in their lyrics and videos. The "Layla" montage created such a strong association between the song and the film that the piano coda now evokes gangster imagery for many listeners, regardless of context.
Even specific character mannerisms, particularly Joe Pesci's volatile Tommy, have entered the cultural lexicon as shorthand for unpredictable aggression. The film's vision of organized crime has so thoroughly permeated popular understanding that it shapes how many people conceptualize the actual historical Mafia.
While Goodfellas received positive reviews upon release, its critical standing has only grown with time. Initially somewhat overshadowed by the more commercially successful Dances with Wolves (which won the Best Picture and Best Director Oscars), Goodfellas is now regularly cited as one of the greatest films ever made.
In critics' polls, it frequently places among the top American films of all time. The film was selected for preservation in the National Film Registry in 2000, and the American Film Institute has included it on multiple "greatest films" lists. Academic analysis of the film has expanded over decades, examining everything from its portrayal of Italian-American identity to its technical innovations.
Perhaps most significantly, many filmmakers and critics now consider Goodfellas Scorsese's definitive achievement—the work that most perfectly synthesizes his thematic concerns and stylistic approaches. While Scorsese has created numerous masterpieces, Goodfellas represents the purest expression of his cinematic vision, combining technical virtuosity with unflinching psychological insight and cultural specificity.
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