Seeking out the

5000 greatest films

in a century of cinema

R.I.P. Ray Liotta

My time in film school was brief, and it coincided with one of the all-time dullest points in the history of New York City. From 1989 to 1991 were a stretch when NYC had long ceased being the dirty, gritty, dangerous “fun city” era captured in movies like The Taking of Pelham One Two Three (1974), and only a few vestiges of the downtown hipster era captured in films like Desperately Seeking Susan (1985) remained. In the years 1989 to 1991, if you didn’t live in the moneyed Upper West Side milieu of When Harry Met Sally (1989) you existed in endlessly monotonous blocks of banks and bodegas, diners and dark Irish bars shops—at least that’s how I perceived it. A few funky cafes and movie revival houses made up for the letdown that was Manhattan by the time I arrived there at age 18. However, it was a great time to be in NYC if one was studying film, as there were many exciting NYC-centered, writer/director-driven pictures coming out in those years. I arrived during the summer of Spike Lee’s Do The Right Thing and in September of the following year, Martin Scorsese’s masterpiece Goodfellas appeared.

I was well acquainted with Scorsese’s work by the time I saw Goodfellas on opening night at the Union Square Cinema on 14th Street. My first Marty movie was his independently produced dark-comedy After Hours (1985), which I convinced my very proper English grandmother to take me to when I was fourteen, solely because I was a fan of Rosanna Arquette. I don’t think my grandmother felt quite right taking me to such an erratic and racy picture, but I immerged from that matinee screening on Cape Cod even more in love with cinema than I had been going in. I then devoured all the Scorsese movies I could rent on VHS from my suburban video store, which was almost his entire catalogue from Mean Streets (1973) to The Color of Money (1989)—I’d have to wait for the laserdisc era for Who's That Knocking at My Door (1967) and Boxcar Bertha (1972). I was certainly aware of the controversy surrounding his 1988 release, The Last Temptation of Christ. The memory of news footage showing protesters surrounding New York’s Ziegfeld cinema was almost as dumbfounding as the Catholic TV personality Mother Angelica (whose show my family and I occasionally watched for its comedic aspects) proclaiming that if “that film is allowed to open, the state of California’s gonna fall into the ocean!”

Still, I was not fully prepared for the experience that was Goodfellas. By that point, I was certainly set in my ways enough to know that I didn’t like voice-over narration (though the list of exceptions was already fairly long). And for two characters to share the narration, that felt like a bridge too far. Goodfellas moved soooooo fast, even faster than the breakneck After Hours! The filmmaking style was assaultive—much more shocking to me that the violence depicted on screen. As Lorraine Bracco’s character says in one of those voice-over narrations, “By the time it was all over, I felt like I was drunk.” I was so gob-smacked I had to return the following day for the noon show to see it again. And then I saw it again, and again, and again. Soon, like Do The Right Thing, it became a viewing staple of my formative film school/NYC years—one of 30 laserdiscs I owned and would watch over and over.

In 1990, Martin Scorsese was at an odd juncture in his then up-and-down career. After bursting on the scene in the ‘70s with Mean Streets, Alice Doesn't Live Here Anymore, and Taxi Driver, he faltered with the commercial failure of his musical New York, New York. He then divided audiences with (in my view) the greatest biopic of all time, Raging Bull. His poetically cinematic telling of middleweight boxing champion Jake LaMotta's 1970 memoir Raging Bull: My Story was only mildly successful at the box office. However, it earned nine Oscar nominations and widespread critical acclaim that grew and grew over the course of the decade. The film topped many major critics' Top Ten Films of the 1980s lists, which did not go unnoticed by the soon-to-be list-crazy 19-year-old me.

Scorsese dabbled in comedy with the terrific The King of Comedy (another box office failure) and After Hours (a film he made independently from any studio after the initial collapse of Last Temptation—his dream project). After Hours was shot mostly at night, in real New York locations, with a tight budget, small crew, and short production schedule, and it proved to the director that there was more than one way to make movies. His next picture, the criminally underrated The Color of Money—a legacequel (before we had such a term) to the classic ‘60s picture The Hustler—was another way of Scorsese proving something to himself and the studios. This time, he was demonstrating that he could deliver a successful pre-packaged project made from existing intellectual property with major movie stars. Those stars were the up-and-coming Tom Cruise (this was the film Cruise made right before Top Gun, his ticket to superstardom) and Paul Newman (whose return to the iconic role of “Fast Eddie” Felson won Newman his only Academy Award).

After this success, Universal Pictures finally granted Scorsese the chance to make The Last Temptation of Christ, but with an insufficient budget that hobbled the picture. Last Temptation, apart from Willem Dafoe’s mesmerizing turn as Jesus, is a deeply flawed film, no question. Still, it managed to make a little money despite its horrendous reception. Catholics, Evangelicals, and other Christian activist groups protested the theatrical release. The ubiquitous BlockBuster Video chain refused to stock it. Multiple death threats were made against Scorsese, by people who claimed to speak for the spiritual leader who called on us all to turn the other cheek. Scorsese felt the whole point of his deeply religious picture was lost because all the controversy meant people would not see it in the spirit he had intended.

Out of all this turmoil—I’ve not even gotten into Scorsese’s drug use and health scares—emerged the man who would make Goodfellas. It was, quite simply, the perfect project for this artist at this time in his life and career. The story, chronicling the rise and fall of mob soldier Henry Hill from his youth in the 1950s to his turning FBI informant in 1980, was penned by journalist and author Nicholas Pileggi in his 1985 non-fiction book Wiseguy: Life in a Mafia Family. Pileggi’s book was the result of years of research and access to Hill—who was flagrantly not-so-hidden-away in the FBI’s witness protection program. Pileggi’s experiences with the verbose, cocky, unpredictable Hill were so amusing that his wife Nora Ephron based her comedy My Blue Heaven on the couple's experiences with the former mobster. 

With his unfettered access to Hill, Pileggi crafted a detailed page-turner. Scorsese read the book while filming The Color of Money and felt it was tailor-made for his distinctive style and thematic obsessions. Apparently, Scorsese cold-called Pileggi 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.” The two men collaborated on multiple drafts of the screenplay—the first for which Scorsese took a writing credit—throwing out the traditional Hollywood three-act structure in favor of something more episodic. I recall Scorsese once ranting on an American Masters PBS special devoted to him and his career, “Why are we always talking about acts? This isn't the theater, there are no acts! We should be talking about sequences!” Actually, I think Scorsese is wrong about this, both because Goodfellas does in fact have an elegant three-act structure, and because some of his later films that don’t, suffer for the lack of one.

As soon as the director’s most frequent collaborator to date, Robert De Niro, signed on to play flashy gangster “Jimmy the Gent” Conway, producer Irwin Winkler (Rocky, Raging Bull, The Right Stuff) was able to secure financing from Warner Brothers. The search was then on to find the actor who would play Henry Hill. Supposedly, Top Gun-ners Tom Cruise and Val Kilmer were considered, as well as the hot up-and-comer Alec Baldwin. But Ray Liotta went after the part with a passion. Scorsese and De Niro had been wowed by his intensity playing Melanie Griffith’s psychotic husband in Jonathan Demme’s electrifying Something Wild (1986). I too will never forget the way Liotta attacked the screen in that picture, and I recalled him instantly when I saw his face on the Goodfellas poster. Something Wild was another mid-‘80s time capsule that made New York City seem like the coolest, sexiest, most dangerous city in the world. It’s a compellingly odd, hip, erotically charged little road movie for the first hour until Liotta arrives and transforms the picture into a tense, violent thriller. While it was technically the actor’s second feature, one could still make the claim that it belongs on a list of greatest film débuts of all time, since hardly anyone say his actual first film, The Lonely Lady (1983).

Scorsese, Pileggi, Winkler, and executive producer Barbara De Fina needed to find the perfect actor to play Henry Hill for their film to succeed. As Scorsese wrote in his remembrance of Liotta after the actor’s death, “The part required a rare combination of qualities. He needed to be dangerous. He needed to be disarming. He needed to be vulnerable. Within the context of the world we were dealing with, he had to be something close to an innocent, the guy who was always there, witnessing everything, along for the ride. And, it goes without saying, he needed to look and act like he might have come out of that world. The director and De Niro were pleased with Liotta’s audition, but Winkler didn’t think Liotta had the requisite amount of charm to counterbalance all the character’s violent, excessive behavior and was unsure if he could carry a whole movie on his own. 

When Scorsese was at the Venice Film Festival with Last Temptation and Liotta was there with the drama Dominick and Eugene, the actor ran up to the director to remind him who he was and invite him to see the new film in which he played the caring twin brother Eugene "Gino" Luciano to Tom Hulce’s intellectually challenged Dominick "Nicky" Luciano. At the time, Scorsese was dodging death threats and people accosting him about Last Temptation, and the Italian bodyguards hired to protect the director thought Liotta meant to assault him. They knocked the eager young actor to the ground. Scorsese felt terrible about it, but Liotta found it amusing. That incident was the start to a relationship that, while they only worked together on this one film, proved to be auspicious.

It’s now impossible to picture anyone but Liotta in the role of Henry Hill. His darkly charming, unpredictable screen presence was a perfect addition to a cast that included the most intense actor of that era, De Niro, and the outsized presence of Paul Sorvino, the corpulent theater actor, opera singer, and New York character who played the feared and respected neighborhood capo Paulie Cicero, who Hill and his pals all worked for. But the most intense, unpredictable, and outsized performance came from Joe Pesci, the diminutive actor best known for his Oscar-nominated turn as Jake LaMotta’s brother in Raging Bull and his comical turn as the obnoxious federal witness Leo Getz in Lethal Weapon 2, released the year prior to Goodfellas.

Rounding out the cast were relative newcomer Lorraine Bracco (known for supporting roles in James Toback’s The Pick-up Artist, Ridley Scott’s Someone to Watch Over Me, and Howard Zieff’s The Dream Team) as Hill’s wife Karen; Frank Vincent (Raging Bull, The Pope of Greenwich Village, Wise Guys, and a memorable cameo as the guy who gets his Cadillac soaked in Do the Right Thing) as Gambino crime family member Billy Batts; and a plethora of Italian-American character actors who would parley their appearances in this film into significant careers in film and TV. These up-and-comers included Michael Imperioli, Kevin Corrigan, Illeana Douglas, Tony Darrow, Tony Sirico, Gina Mastrogiacomo, Mike Starr, Frank Sivero, Debi Mazar, Welker White, and Tony Lip. Young Samuel L. Jackson and Isiah Whitlock Jr. also have small roles, as do Charles and Catherine Scorsese. The director had a longstanding tradition of putting his parents in small roles for nearly all of his films, and he made a short documentary about them, 1974’s Italianamerican. But Scorsese’s mom, Catherine—who had been playing the mother of various characters in his films since the award-winning 15-minute short It's Not Just You, Murray! (1964)—got her most memorable role, and most screen time, playing Joe Pesci’s mother in Goodfellas.

The Goodfellas shoot over the spring and summer of 1989 was by all accounts a joyous affair. Scorsese was in his element, working in New York with actors he loved, a decent budget, and no studio interference. Though he’d made some comedies, the director claimed he'd never laughed more on a set (before or since) than while making this picture. The script was tight and sharp, and the actors were both frightening and hilarious. Scorsese rehearsed for days with his cast, transcribing their improv sessions and working the best lines they came up with into the screenplay. Joe Pesci’s iconic “How am I funny?” exchange with Liotta, every bit as immortal as De Niro’s “You talking to me?” sequence in Taxi Driver, apparently came from of an incident from Pesci’s own life. The young wannabe actor had worked as a waiter, and one night he complimented a mobster he was serving, who didn’t take kindly to this little peon saying he was “funny.” The scene is arguably what won Pesci his Oscar for Best Supporting Actor.

In addition to the additions, there were also many subtractions to the script, which were arrived at spontaneously on the set. I once met Tony Darrow, who plays the restaurateur Sonny Bunz in the film. He told a story about shooting the scene where Paul Sorvino’s Paulie, who Sonny convinces to partner with him in the eatery, informs Sonny that the restaurant will be burned down for the insurance money. Sorvino had a long scripted monologue, but before shooting it Scorsese did a dolly shot that passed Sorvino and others to end on Darrow’s face. At the end of the shot Scorsese instructed Darrow to show the character's disappointment. When the camera rolled on take one and pushed into a close-up of Darrow, the actor shook his head and uttered the line, “fuckin’ shame.” The director exclaimed, “That’s it! Says it all! That’s all the scene needs to be!” and they never turned around to shoot Sorvino's angle. That story typifies the place Scorsese was in when he made this movie—confident, excited, and able to make a million creative decisions on the fly. And the final film reflects this energy and conviction. 

At two hours and twenty-six minutes, the picture flies by at an exhilarating pace. Scorsese and his long-time editor Thelma Schoonmaker (who won the Oscar for Raging Bull) made bold choices in the cutting room. Looking at the movie so many decades later, it’s difficult to comprehend how revolutionary so much of Goodfellas was in terms of its craft. It represents the apex of Scorsese’s style. In just a couple of years, both the director and the editor would take the approach they developed here too far in movies like Cape Fear, Casino, and Grace of My Heart. In those pictures, things like jump cuts, multiple narrators, slow-motion shots, quick fades, an episodic structure, and the use of specific classic rock tunes often jar the viewer, pulling us out of the story and forcing us to think about the hand of the filmmaker. But never so in Goodfellas. While there are some jump cuts that violently violate the understood cinematic language of the era, these cuts feel rhythmically correct, fluid, and even exciting. 

Scorsese's habit of shooting and editing sequences to classic tunes of the ‘50s, ‘60s, and ‘70s, which in later years would verge on self-parody, achieves a level of perfection here that has not been equalled since, in terms of setting a mood, recreating an era, and energizing filmed material. The cocaine-fueled, Harry Nilsson- and Rolling Stones-scored, final day of Hill’s life as a gangster is, for my money, the greatest sequence in the careers of Scorsese, Schoonmaker, and Liotta.

As I said before, I dislike voice-over narration, especially when a filmmaker employs multiple narrators. But in this picture, it feels like the only way to tell the story. There are just too many years to cover and too many characters to keep track of. We need Hill to take us by the hand and walk us through his world or else the movie would go on for six hours. Indeed, Scorsese’s running times would extend far past the 2.5 hour mark soon after this, and the films were not the better for it. His techniques and the speed of his storytelling can only be sustained for so long. Goodfellas represents the perfect running time for a Scorsese feature.

The much-lauded Steadicam shot in which Henry takes Karen into the historic Copacabana nightclub instantly became one of the most famous shots in all of cinema. But unlike other bravura single-take shots in movie history, this “oner" is not simply a technical achievement, a technique used to build suspense, an efficient way to convey narrative information, or (and this is the case in too many of these) a distracting choice made by a director just wanting to show off. In Goodfellas, this unbroken three-minute shot exquisitely conveys the main theme of the movie. It demonstrates the allure of the gangster life that so appealed to Henry Hill. The voiceover at the beginning of the movie tells us how, as a young man, Hill looked down on normal people like his parents who "worked shit jobs for bum pay" and aspired to be like the slick, respected mob guys that everyone in his neighborhood looked up to and feared. But it’s when we see Hill skipping the line outside the nightclub, walking through the bowels of the building, its kitchen and ancillary rooms where—like the bar in Cheers, everybody knows his name—and then entering the club where a special table is brought in for his use and a bottle of Champagne sent over to him from a "Mr. Tony," that we fully understand why he was so drawn to the “wise guy” life.

Goodfellas, more than any other movie about the American Mafia, shows us this alluring appeal, creates the desire for it in us, and entices us into thinking that average Joes are suckers with no balls and the life of these gangsters is a thing to be coveted and celebrated—without actually glamorizing the lifestyle at all. Like Scorsese, we end up loving these characters, yet we don’t come away from Goodfellas wanting to emulate the way they live in any way. There’s no honor or pageantry as there is in The Godfather. The film shows that even the strict codes these men supposedly live by get thrown out the window when it comes to saving their own asses or even just protecting their own interests. Goodfellas is a deeply moral picture without ever being preachy or sanctimonious. Quite the contrary, this is one of the most entertaining pictures ever made. 

Curiously, while it was a modest hit and fared well with critics, Goodfellas was not the major release we might look back and think. It was overshadowed by runaway successes like Ghost, Pretty Woman, Home Alone, Presumed Innocent, The Hunt for Red October, Misery, Reversal of Fortune, Dick Tracy, Postcards From the Edge, and most infamously, Dances with Wolves, which beat it at the Oscars for Best Picture, Best Director, and Best Adapted Screenplay. Only Pesci took away an award that night, famously giving the shortest acceptance speech in Oscar history. But Goodfellas lives on in ways few movies do. Its influence can be felt in so much of cinema and, more notably, the "prestige TV” that followed. Even the way the film opens, jumping right in at a key moment in the middle of the story before going back to the beginning to show how the characters got there—which felt unsettling, if hardly revolutionary, in 1990—has now become a common, hackneyed way of beginning a filmed story today.

Though Goodfellas wasn’t showered with awards and may have taken a while to become part of the cinematic canon, it solidified Scorsese’s reputation, legacy, and place among the pantheon of Hollywood’s greatest filmmakers. Though he would have a few more box-office fumbles in the decades after 1990, he has never since lost his position at the top of the A-list of most respected American directors. Entering his eighties as I write this, he’s still going strong.

Goodfellas has been on my 100 favorite films list since I first sat down to create it, but the picture itself is one of those movies that I regretfully “saw too much.” I watched Goodfellas so often I almost stopped enjoying it. So, even though I have a nice 35mm print that I lend out occasionally, I figured I wouldn’t run it for myself again until one of its major players passed away. I assumed the first to go would be Scorsese, DeNiro, or Pesci, who were all in their late seventies when Liotta unexpectedly died at the age of 67 while filming a movie in the Dominican Republic in 2022. The group of friends that came out to watch Goodfellas—and to raise a glass to Ray the week we lost the great actor—was more sizable and diverse than I expected. Some hadn’t seen the film before, and many rank it among their favorite films, as I do. One test of a great movie is how many lines you quote from it after a screening. By that measurement, this is one of the greatest pictures of all time.