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Goodfellas (stylized GoodFellas) is a 1990 American biographical crime film directed by Martin Scorsese, written by Nicholas Pileggi and Scorsese, and produced by Irwin Winkler. It is a film adaptation of the 1985 nonfiction book Wiseguy by Pileggi. Starring Robert De Niro, Ray Liotta, Joe Pesci, Lorraine Bracco and Paul Sorvino, the film narrates the rise and fall of mob associate Henry Hill and his friends and family from 1955 to 1980.

Scorsese initially titled the film Wise Guy and postponed making it; he and Pileggi later changed the title to Goodfellas. To prepare for their roles in the film, De Niro, Pesci and Liotta often spoke with Pileggi, who shared research material left over from writing the book. According to Pesci, improvisation and ad-libbing came out of rehearsals wherein Scorsese gave the actors freedom to do whatever they wanted. The director made transcripts of these sessions, took the lines he liked most and put them into a revised script, which the cast worked from during principal photography.

Goodfellas premiered at the 47th Venice International Film Festival on September 9, 1990, where Scorsese was awarded with Silver Lion for Best Director, and was released in the United States on September 19, 1990, by Warner Bros. Pictures. The film was made on a budget of $25 million and grossed $47 million. Goodfellas received widespread acclaim upon release: the critical consensus on Rotten Tomatoes calls it "arguably the high point of Martin Scorsese's career". The film was nominated for six Academy Awards, including Best Picture and Best Director, with Pesci winning for Best Supporting Actor. The film won five awards from the British Academy of Film and Television Arts, including Best Film and Best Director. Additionally, Goodfellas was named the year's best film by various critics' groups.

Goodfellas is widely regarded as one of the greatest films ever made, particularly in the gangster genre. In 2000, it was deemed "culturally, historically, or aesthetically significant" and selected for preservation in the National Film Registry by the United States Library of Congress. Its content and style have been emulated in numerous other pieces of media.

Plot In 1955, youngster Henry Hill becomes enamored by the criminal life and Mafia presence in his working class Italian-American neighborhood in Brooklyn. He begins working for local caporegime Paulie Cicero and his associates: Jimmy "the Gent" Conway, an Irish-American truck hijacker and gangster, and Tommy DeVito, a fellow juvenile delinquent. Henry begins as a fence for Jimmy, gradually working his way up to more serious crimes.

The three associates spend most of their nights in the 1960s at the Copacabana nightclub carousing with women. Henry starts dating Karen Friedman, a Jewish woman who is initially troubled by Henry's criminal activities. Seduced by Henry's glamorous lifestyle, she marries him despite her parents' disapproval.

In 1970, Billy Batts, a made man in the Gambino crime family recently released from prison, patronizes Tommy at a nightclub owned by Henry; Tommy and Jimmy beat, stab and fatally shoot Billy. The unsanctioned murder of a made man invites retribution; realizing this, Jimmy, Henry, and Tommy bury the body in upstate New York. Six months later, however, Jimmy learns that the burial site is slated for development, prompting them to exhume and relocate the decomposing corpse.

Later, in 1970, Henry witnesses Tommy murder Spider, an errand boy, after exchanging insults with him during a card game. Karen discovers Henry has a mistress and threatens him at gunpoint. Henry moves in with his mistress, but Paulie insists that he should return to Karen after collecting a debt from a gambler in Tampa with Jimmy. Upon returning, Jimmy and Henry are arrested after being turned in by the gambler's sister, an FBI typist, and they receive ten-year prison sentences. To support his family on the outside, Henry has Karen smuggle in drugs and sells them to a fellow inmate from Pittsburgh.

In 1978, Henry is paroled and expands his cocaine business with Jimmy and Tommy against Paulie's orders. Jimmy organizes a crew to raid the Lufthansa vault at John F. Kennedy International Airport, stealing six million dollars in cash and jewelry. After some members purchase expensive items against Jimmy's orders and the getaway truck is found by police, he has most of the crew (except Tommy and Henry) murdered.

In 1979, Tommy is deceived into believing he is to become a made man and is murdered after walking into the room of the ceremony—partly as retribution for murdering Batts.

By 1980, Henry develops a drug habit and becomes a paranoid wreck. He sets up another drug deal with his Pittsburgh associates, but he is arrested by narcotics agents and incarcerated. After bailing him out, Karen reveals that she flushed $60,000 worth of cocaine down the toilet to prevent FBI agents from finding it during their raid, leaving them penniless. Feeling betrayed by Henry's drug dealing, Paulie gives him $3,200 and ends their association; which also meant that Henry had lost Paulie's protection from other gangsters. Karen goes to Jimmy for help, but eventually flees upon suspecting a trap to murder her. Henry later meets Jimmy at a diner and is asked to travel on a hit assignment, but the novelty of such a request makes Henry suspicious.

Realizing that Jimmy also plans to have him killed, Henry finally decides to become an informant and enroll, with his family, into the witness protection program. Henry gives sufficient testimony and evidence in court to have Paulie and Jimmy convicted, and moves to a nondescript neighborhood in accordance with the witness protection program. Henry describes his unhappiness in leaving his exciting and turbulent gangster life, now being condemned to live the rest of his life as a boring, average "schnook".

Cast Robert De Niro as James "Jimmy" Conway Ray Liotta as Henry Hill Christopher Serrone as Young Henry Joe Pesci as Tommy DeVito Lorraine Bracco as Karen Hill Paul Sorvino as Paul Cicero Frank Sivero as Frankie Carbone Tony Darrow as Sonny Bunz Mike Starr as Frenchy Frank Vincent as Billy Batts Chuck Low as Morris Kessler Frank DiLeo as Tuddy Cicero Henny Youngman as himself Gina Mastrogiacomo as Janice Rossi Catherine Scorsese as Tommy's mother Charles Scorsese as Vinnie Suzanne Shepard as Karen's mother Debi Mazar as Sandy Margo Winkler as Belle Kessler Welker White as Lois Byrd Jerry Vale as himself Julie Garfield as Mickey Conway Elaine Kagan as Henry's mother Beau Starr as Henry's father Kevin Corrigan as Michael Hill Michael Imperioli as Spider Robbie Vinton as Bobby Vinton John Williams as Johnny Roastbeef Illeana Douglas as Rosie Frank Pellegrino as Johnny Dio Tony Sirico as Tony Stacks Samuel L. Jackson as Stacks Edwards Paul Herman as Dealer Edward McDonald as himself Louis Eppolito as Fat Andy Tony Lip as Frankie the Wop Anthony Powers as Jimmy Two Times Vinny Pastore as Man w/Coatrack Tobin Bell as Parole Officer Isiah Whitlock Jr. as Doctor Richard "Bo" Dietl as Arresting Narc Ed Deacy as Detective Deacy Victor Colicchio as Henry's '60s crew Vincent Gallo as Henry's '70s crew Joseph Bono as Mikey Franzese Katherine Wallach as Diane Bob Golub as Truck Driver at Diner Production Development

Martin Scorsese, the director of the film, in 2010 Goodfellas is based on New York crime reporter Nicholas Pileggi's book Wiseguy. Martin Scorsese did not intend to make another mob film, but he saw a review of Pileggi's book, which he then read while working on the set of The Color of Money in 1986. He had always been fascinated by the mob lifestyle and was drawn to Pileggi's book because he thought it was the most honest portrayal of gangsters he had ever read. After reading the book, Scorsese knew what approach he wanted to take, "To begin Goodfellas like a gunshot and have it get faster from there, almost like a two-and-a-half-hour trailer. I think it's the only way you can really sense the exhilaration of the lifestyle, and to get a sense of why a lot of people are attracted to it." According to Pileggi, Scorsese cold-called the writer and told him, "I've been waiting for this book my entire life," to which Pileggi replied, "I've been waiting for this phone call my entire life."

Scorsese decided to postpone making the film when funds materialized in 1988 to make The Last Temptation of Christ. He was drawn to the documentary aspects of Pileggi's book. "The book gives you a sense of the day-to-day life, the tedium, how they work, how they take over certain nightclubs, and for what reasons. It shows how it's done." He saw Goodfellas as the third film in an unplanned trilogy of films that examined the lives of Italian Americans "from slightly different angles." He has often described the film as "a mob home movie" that is about money, because "that's what they're really in business for." Two weeks in advance of the filming, the real Henry Hill was paid $480,000.

Screenplay Scorsese and Pileggi collaborated on the screenplay, and over the course of the 12 drafts it took to reach the ideal script, the reporter realized "the visual styling had to be completely redone... So we decided to share credit." They chose the sections of the book they liked and put them together like building blocks. Scorsese persuaded Pileggi that they did not need to follow a traditional narrative structure. Scorsese wanted to take the gangster film and deal with it episode by episode, but start in the middle and move backwards and forwards. Scorsese compacted scenes, realizing 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 New Wave from around 1961." The names of several real-life gangsters were altered for the film: Tommy "Two Gun" DeSimone became the character Tommy DeVito; Paul Vario became Paulie Cicero, and Jimmy "The Gent" Burke was portrayed as Jimmy Conway. Scorsese initially titled the film Wise Guy, but later, he and Pileggi decided to change the title of their film to Goodfellas because two contemporary projects, the 1986 Brian De Palma film Wise Guys and the 1987–1990 TV series Wiseguy, had used similar titles.

Casting Once Robert De Niro agreed to play Jimmy Conway, Scorsese was able to secure the money needed to make the film. Ray Liotta, who played Henry Hill, had read Pileggi's book when it came out and was fascinated by it. A couple of years afterward, his agent told him Scorsese was going to direct a film adaptation. In 1988, Liotta met Scorsese over a period of a couple of months and auditioned for the film. He campaigned aggressively for a role, though Warner Bros. Pictures wanted a well-known actor; he later said, "I think they would've rather had Eddie Murphy than me." Scorsese cast Liotta after De Niro saw him in Jonathan Demme's Something Wild (1986); Scorsese was surprised by "his explosive energy" in that film. Al Pacino and John Malkovich were considered for the role of Conway, and Sean Penn, Alec Baldwin, Val Kilmer, and Tom Cruise were considered for the role of Hill.

To prepare for the role, De Niro consulted with Pileggi, who had research material that had been discarded while writing the book. De Niro often called Hill several times a day to ask how Burke walked, held his cigarette, and so on. Driving to and from the set, Liotta listened to FBI audio cassette tapes of Hill, so he could practice speaking like his real-life counterpart. Madonna was considered for the role of Karen Hill. 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, saying she "thought it would be better if the creation came from me. I used her life with her parents as an emotional guideline for the role." Paul Sorvino had no problem finding the voice and walk of his character, but found it challenging finding what he called "that kernel of coldness and absolute hardness that is antithetical to my nature except when my family is threatened."

Former EDNY prosecutor Edward A. McDonald appeared in the film as himself, re-creating the conversation he had with Henry and Karen Hill about joining the Witness Protection Program