Martin Scorsese has released a classic movie in every decade since the 1970s and his classic from the 90s – Goodfellas – came out in the first year of its decade. In the 25 fascinating facts on Goodfellas below we tell the tale of how Scorsese brought Henry Hill’s story to the big screen.

1. One of the first shots in the film is taken from a classic movie

After being introduced to Ray Liotta’s Henry Hill, Robert De Niro’s Jimmy Conway and Joe Pesci as Tommy DeVito in the opening scene, Scorsese sends us back a decade earlier to meet a very young Henry. The first shot of this sequence shows Henry watching as local gangsters have an argument in the street. This shot is taken straight from Alfred Hitchcock’s Psycho (1960), where anatagonist Norman Bates spies on Marion Crane in her motel room.

The eye close-up shot from Goodfellas

2. Ray Liotta delivered the narration directly to somebody else

A key storytelling technique that Scorsese employs in the film is Henry’s narration of key plot points. Ray Liotta recorded the voiceover by talking directly to another person in the room. This was done so it felt more authentic, and made it easier for him to tell a story.

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3. Joe Pesci came up with the movie’s most famous scene

The most quoted scene in Goodfellas is where Tommy ‘jokingly’ challenges Henry calling him funny by repeatedly asking, “funny how?” This scene is one of the few in the film that isn’t based on Henry Hill’s life – it’s actually based on something that happened to Joe Pesci.

When he was a younger man, Pesci used to work in a restaurant in New York – a restaurant that would be frequented by local mafia members. One day he said to a wise guy, “hey, you’re a funny guy” and it didn’t go down well. Pesci told this story to Scorsese and he loved it as the perfect introduction to Tommy. Also, when they shot the scene, Scorsese didn’t include it in the script and only told Pesci and Liotta about what was happening, so the other actors in the scene weren’t expecting it.

The iconic, “funny how?” scene

4. De Niro was throwing around real money

In the scene where Henry meets Robert De Niro’s Jimmy Conway, Jimmy is handing out $20 bills like confetti. Filming the scene, they had fake money but De Niro didn’t like how it felt in his hand so wanted to use real money. So a crew member gave De Niro $5,000 of his own money and, after each take, no one was allowed to leave the set until all the money was returned and counted.

5. Goodfellas is based on a novel

In the mid-80s, Scorsese wasn’t really interested in making a movie about the Italian-American criminal underbelly, having already directed Mean Street (1973). However, he read Nicholas Pileggi’s chronicle of the rise and fall of real life New York mobster Henry Hill – Wiseguy (1985) – on the set of The Color Of Money (1986) and loved it. What he liked is that Pileggi told his reader about the everyday life of the gangsters. It wasn’t all about whacking people and pulling jobs, it was about the people at the lower levels, what their lives were like. What their wives were like. Scorsese called Pileggi as soon as he’d finished the book and said, “I’ve been waiting for this book my entire life,” and Pileggi replied, “I’ve been waiting for this phone call my entire life.”

Nicholas Pileggi’s Wise Guy

6. A gangster movie legend tried to convince Scorsese not to make Goodfellas

Marlon Brando – Vito Corleone in the legendary The Godfather (1972) – tried to persuade Scorsese not to make Goodfellas and said he’d just be repeating his work on Mean Streets and Raging Bull (1980).

Scorsese spoke to people around him who told him that Goodfellas was different to those other films: Goodfellas was funny, they said, and it was a totally fresh take on the gangster genre. Based on that advice, he ignored what Marlon Brando had said and carried on with Goodfellas.

7. The cast all loved working with Marty

Predictably perhaps, the actors who worked on Goodfellas were all big fans of Scorsese and his working methods.

Robert De Niro said:
“Marty and I are friends but we’re best friends when we’re working together. The more you come up with, the more enthusiastic he gets. It’s a joyous experience. I’m always happy when I’m making a movie with Marty.”

Ray Liotta said:
“[Scorsese] sets up an atmosphere where you feel like you can do anything. He’s involved in every little detail. He tied my tie everyday as he wanted it to be right.”

Joe Pesci said:
“[Scorsese] has an uncompromising dedication to the truth of a story. He has a phrase: ‘don’t act – behave’ and it’s with me before every scene I do.”

8. Some big names could have played Henry Hill

Nobody but Ray Liotta was offered the part of Henry, but some other well-known actors were considered.

Tom Cruise was the first person producer Irwin Winkler and the studio talked about as a potential Henry Hill, and Sean Penn was also discussed. Alec Baldwin auditioned for the part but lost out to Liotta, who had just appeared in Field Of Dreams (1989) with Kevin Costner and, in 1986, had been Golden Globe-nominated for his performance in Something Wild (1986).

Ray Liotta as Henry Hill in one of the film’s most brutal scenes

9. Liotta went to some lengths to ensure he won the part

As a young actor up for a Martin Scorsese movie, Ray Liotta was, naturally, desperate to land the part of Henry Hill. He sent an audition tape to Scorsese but Scorsese, not particularly interested in Liotta for the role, didn’t bother to watch it.

After this initial snub, Liotta bumped into Scorsese at the Venice Film Festival. Scorsese was surrounded by bodyguards because the controversial The Last Temptation Of Christ (1988) had recently been released, and Scorsese received death threats on the back of it. Liotta tried to talk to Scorsese, but the bodyguards wouldn’t allow it and, in Liotta’s words, “looked like they wanted to kick the sh*t out of me.” Scorsese saw all this and was impressed with how calm Liotta stayed. He knew Henry was going to often play peacemaker in Goodfellas, so finally watched his audition tape. He liked it, and Liotta was cast quickly afterwards.

However, the producer – Irwin Winkler – wasn’t convinced at all about Liotta. In his words: “I thought we could do a lot better.” Then, one night, Liotta bumped into Winkler at a restaurant in LA. He spoke to him, and managed to convince Winkler he was the right guy. The next day, Winkler called Scorsese and said, “I see what you mean, let’s get him in.”

10. Liotta had some ups and downs working on the movie

Working on the film, Liotta said he was intimidated by Robert De Niro. Liotta said, “[De Niro] was this huge presence, and keeping up with him in scenes is the biggest challenge of my career.” After the first day shooting though, De Niro put him at ease by saying, “don’t worry. This should all work out great.”

Also, Scorsese didn’t want Liotta to meet the real Henry Hill before they started filming. This was because Scorsese hadn’t worked with Liotta before so didn’t want him to be influenced by any other sources, other than Scorsese.

Liotta did take inspiration from other areas though. He would listen to the FBI tapes of interviews with the real Henry, to practice speaking like him. He said, “Henry was always munching on potato chips”.

And, one of the saddest facts about Goodfellas. Tragedy struck when, during filming, Liotta’s mother passed away. He said he channelled that anger into his performance – especially the scene where he pistol-whips the man across the street for harassing Karen.

Ray Liotta and Martin Scorsese

11. Finding Karen Hill wasn’t a simple task, either

Henry’s long-suffering wife, Karen Hill, is played by Lorraine Bracco, who was Oscar-nominated for her performance in the film. As excellent as she is, Lorraine Bracco wasn’t the first person Scorsese went to for the role.

Ellen Barkin was considered, and Scorsese went to watch Madonna in a Broadway play to scout her for Goodfellas.

Eventually, though, Scorsese did settle on Lorraine Bracco. Bracco never even had to audition for the part – she’d auditioned for Scorsese on After Hours (1985) a few years earlier and didn’t get that part, but Scorsese liked her and thought she was perfect for Goodfellas.

Lorraine Bracco as Karen Hill

12. Bracco was very forward on the set

Lorraine Bracco hadn’t worked with Scorsese before, but she wasn’t shy in telling him what she wanted, either. She demanded real jewellery be used for Karen’s outfit, saying to Scorsese, “if you want me to portray a princess, treat me like one.”

Bracco also improvised the line she says to Henry, “who do you think you are? Frankie Valli?” Originally, she was supposed to reference Rock Hudson, and after she said “Frankie Valli” Scorsese said, “no no, say Rock Hudson.” On the next take though, she said Frankie Valli again. She said Scorsese threw his arms up in the air and she thought she was in trouble but then he just said. “No, you’re right, it’s better your way.”

13. It took a while for Lorraine Bracco to actually watch the film

Strangely enough, Lorraine Bracco had never actually seen Goodfellas in full until the 25th anniversary in 2015. She said: “It’s laugh out loud funny. I never realised.”

14. There’s a tale behind Joe Pesci being cast as well

Joe Pesci plays Tommy DeVito, who is based on a real-life mob associate of Henry Hill called Tommy DeSimone. When he was a young man, Pesci was friends with popular singing group The Four Seasons. The guitarist in The Four Seasons was called Tommy DeVito, which is where the name change came from.

When Scorsese first approached Joe Pesci about playing Tommy, Pesci didn’t want to do it. Scorsese knew he’d be great, though, so invited Pesci round to his apartment to talk about it. This is when Pesci told Scorsese the, “funny how?” story and said to Scorsese if they could include that and a couple of other things, he’d do the film.

After Pesci was cast though, Scorsese then called one day and said he was thinking about making the characters younger, so Pesci might be too old to play Tommy. So Pesci got his hands on some prosthetics and makeup to make him look much younger. This (somehow) convinced Scorsese to go with him again as Tommy.

15. Pesci had some problems with the script

According to Henry Hill, Pesci’s portrayal of Tommy was 95% accurate to the real Tommy (which is a terrifying thought) and, because of this, Pesci had some problems playing Tommy.

After reading the scene where Tommy kills the barman, Spider, Pesci went to Scorsese and Nicholas Pileggi and said, “I don’t get the motivation here. I shoot the guy in the foot, he tells me go fuck myself so I kill him. I don’t buy it, I need more than that.” They talked about it but Pesci wasn’t having it so Pileggi called the real Henry Hill to sort it out. Hill read that scene in the script, then wrote on the screenplay and sent it to Pesci. It said, “Dear Joe, this is exactly what happened. Henry Hill.”

Tommy kills Spider in Goodfellas

16. Pesci won an Oscar, and was very brief in collecting it

For his performance as Tommy, Pesci won Best Supporting Actor at the Oscars. He was so overwhelmed that his acceptance speech is the 6th shortest in history. All he said was: “It is my privilege. Thank you.”

Joe Pesci’s acceptance speech

17. Pesci’s success led to a short-lived music career

After Goodfellas, Pesci’s career ticked along nicely, appearing in some iconic films such as Home Alone (1990), JFK (1991), My Cousin Vinny (1992), Lethal Weapons 3 (1992) and 4 (1998), and Casino (1995). But, Joe Pesci also had a music career (of sorts).

In 1998, Pesci released a song called Wiseguy, where he raps about being a gangster over a sample of Rapture by Blondie. Some sample lyrics:

Her mother didn’t like me, I never gave a f*ck
Her brother didn’t like me so I hit him with a truck

Wise Guy, by Joe Pesci

18. Robert De Niro was not Scorsese’s first choice as Jimmy

We can’t imagine anybody else playing the Irishman now but De Niro was not the first person approached to play Jimmy Conway.

John Malkovich and William Petersen both turned the role down, and Al Pacino was offered the role of Jimmy, but also turned it down as he was worried about being typecast in mafia roles. Instead, Pacino chose to play Big Boy Caprice in Dick Tracy (1990). He said later, “this is a decision I regret”.

19. De Niro went method for the role

Robert De Niro is, famously, a method actor and was no different on Goodfellas, analysing everything about his character down to the finest detail. Henry Hill said that De Niro would call him 7 or 8 times every morning before he went to the set and ask things like:

“How did Jimmy hold his cigarette?”
“How did Jimmy write his name?”
“What side did Jimmy comb his hair?”
“How did Jimmy put ketchup on his burger?”

De Niro adding ketchup to his burger, just like Jimmy Conway would

20. Real wise guys show up in the film, too

Scorsese took inspiration from Italian neo-realism films and cast real-life wiseguys in the film:

• In the “funny how?” scene? The guys sitting round Henry and Tommy are almost all real wiseguys.
• There’s a scene near the start where Henry is narrating and the camera swoops round The Bamboo Lounge, and introduces us to several people. They’re all real wiseguys.
• In the christmas party scene, Jimmy lambasts a character for buying a brand new cadillac. He’s played by a real life wiseguy called Johnny Williams.

Johnny Williams had never acted before and when he realised Scorsese wanted him to be in a scene with Robert De Niro, he said, “you realise I can’t act for sh*t?” De Niro said to him, “during the scene say to me, I don’t care where, but at some point tell me to not get excited.” De Niro used that as his fuse to get furious.

After that scene, Williams was shaking and Scorsese said to him, “I thought you couldn’t act?” and Williams said, “I’m not acting!”

Johnny Williams in Goodfellas

21. Scorsese knew who he wanted to play Billy Batts

Billy Batts is a made man killed by Tommy midway through the film. Batts is played by Frank Vincent and is only in one major scene, but is certainly memorable, partly due to his famous line, “Go home and get your f***ing shine box.” On that line, Vincent says: “Wherever I go, anytime I go anywhere, they tell me to go home and get my shine box.”

Frank Vincent had worked with Scorsese before in Raging Bull (1980) and also used to be in a comedy double act with Pesci. When he met Scorsese about being in Goodfellas, Scorsese let Vincent read the script and said, “Henry, Jimmy and Tommy are already cast. Anybody else – take your pick and the part’s yours”. Vincent read the script and said, “I like Paulie” and Scorsese said, “What about Billy Batts?” Vincent said “yeah, yeah, it’s a good part but I’ve got some ideas for Paulie” and Scorsese turned to Irwin Winkler, clapped his hands together and said, “We have our Billy Batts!”

Frank Vincent as Billy Batts

22. Parts of the movie are improvised

Joe Pesci has said that during some rehearsals, Scorsese would let the cast do whatever they wanted. Scorsese made transcripts and took the lines he liked, and would then revise the script as they were going. Some of the major improvised scenes are:

• The funny how scene is improvised between Liotta and Pesci.
• The dinner at Tommy’s mother’s house is almost entirely improvised.
• The scene where Tommy kills Spider is totally improvised, except for the line where Spider says, “why don’t you go f*** yourself, Tommy?”

23. The film has a very famous shot

The one-shot long tracking shot of Henry and Karen as they enter the Copacabana on their first date is maybe the most famous shot in the film. Scorsese said the scene, “represents Henry’s seduction of Karen, and it’s also the lifestyle seducing him.”

The scene was so precisely choreographed that it had 400 timing moments the cast and crew had to hit. Also, if you watch carefully, you’ll see that, when they enter the kitchen, Henry and Karen walk round in a circle and back out the same door again.

The Copa shot from Goodfellas

24. Music played a big part in the movie

Scorsese loves music almost as much as he loves cinema and usually uses music brilliantly in his films. That’s certainly true of Goodfellas which features a selection of pop classics from the 1950s onwards. When selecting music for certain scenes, Scorsese set himself two rules:

1. The lyrics of the song had to describe the scene.
2. He couldn’t use a song that was released after the time period portrayed in the scene.

On the music in Goodfellas, Scorsese himself said:
“Recreating the spirit of that world, the music is as important as the dialogue. Music scored what was happening in the streets. Jukeboxes were brought out during the summer, windows were open, and you could hear what everybody else was listening to. Simply, it’s the way I saw life.”

25. There’s quite a lot going on at the end of the film

The final scenes of Goodfellas see Henry rat out Jimmy and his former colleague, and he and his family taken into witness protection. The witness protection officer who meets with Henry is played by a man called Edward McDonald – he was the real officer that worked with Henry Hill, so was re-enacting scenes he’d played out with Henry for real 10 years earlier.

The second to last shot of the film is a shot of Tommy firing his gun directly into camera. Scorsese took this shot directly from The Great Train Robbery – a silent film from 1903. On that homage, Scorsese said:

“The plot of Goodfellas is very similar to The Great Train Robbery. 90 years later, it’s the same story, the gun shots will always be there, he’s always going to look behind his back, because they’re gonna get him someday.”

The shot of Tommy Scorsese took from The Great Train Robbery

And we’re at the end – 25 fascinating and fun facts about Scorsese’s gangster classic. Please share on your social platforms, and subscribe to our YouTube channel for lots of great video content.