It's hard to imagine that the obsessive and frenetic Martin Scorsese ever endured blue periods in his career, but twenty years ago, he was going through one. On the eve of the premiere of his new movie, GoodFellas, he was still recovering from the protests, denunciations, and death threats that had accompanied The Last Temptation of Christ. But GoodFellas—based on Wiseguy, a nonfiction best seller by legendary crime reporter Nicholas Pileggi—would restore Scorsese's place in American film, and then some. To mark the film's anniversary, GQ interviewed nearly sixty members of the cast and crew, along with some noteworthy admirers of the picture, to revisit the making of one of the most endlessly rewatchable American movies ever made.

Ray Liotta (Henry Hill): For twenty years now, there's not a day that goes by that I don't hear somebody mention GoodFellas. Unless I stay home all night. It's defined who I am, in a sense.
Kevin Corrigan (Michael Hill): It's like one of the most quotable movies of all time. I have friends who, it's like part of our vocabulary, it's part of a shorthand way of communicating with each other.
Debi Mazar (Sandy): I know people who go, "I've seen that movie fifty times!"
Michael Imperioli (Spider): I don't know if I would have had the same career had I not done GoodFellas. Probably not. Would I have been cast on The Sopranos? Who knows if there would have been a Sopranos?
Isiah Whitlock, Jr. (Doctor): If I start watching it, I'll be up all night. Sometimes I hate to put the movie on because it's like, I've got shit to do.
Frank Vincent (Billy Batts): Wherever I go, anytime I go anywhere, they tell me to go home and get my shine box.
Chuck Low (Morrie Kessler): Every fucking guy on the street yells to me, "Hey, Morrie, did you get Belle her Danish?"
Illeana Douglas (Rosie): They don't make movies that way anymore. I was told that GoodFellas is the most expensive movie soundtrack in history. Marty used like thirty seconds of a Rolling Stones song; he had to have it. Vincent Gallo was an extra in that film, and people like John Turturro would come by and put sunglasses on and try to be an extra.
Paul Sorvino (Paul Cicero): I had a sense of elevation the entire time I was making it. I've never had that before or since, making a movie. Felt I was three feet in the air.
Nicholas Pileggi (co-writer): Mob guys love it, because it's the real thing, and they knew the people in it. They say, "It's like a home movie."
Tony Darrow (Sonny Bunz): Did opportunities open up for me after GoodFellas? Yeah, I've done twenty-one films! Where the hell have you been? You're going to get your head busted, you know?

Barbara De Fina (executive producer): I don't remember there being a lot of choices about who could play Henry Hill. There weren't a lot of actors who could pull it off. He had to do terrible things, and yet you had to somehow care about him. But Ray wasn't a big star.
Irwin Winkler (producer): Tom Cruise was discussed.
Martin Scorsese (director; co-writer): I'd seen Ray in Something Wild, Jonathan Demme's film; I really liked him. And then I met him. I was walking across the lobby of the hotel on the Lido that houses the Venice Film Festival, and I was there with The Last Temptation of Christ. I had a lot of bodyguards around me. Ray approached me in the lobby and the bodyguards moved toward him, and he had an interesting way of reacting, which was he held his ground, but made them understand he was no threat. I liked his behavior at that moment, and I saw, Oh, he understands that kind of situation. That's something you wouldn't have to explain to him.
Liotta: I think I was the first person that Marty met, but it took maybe a year. It was a very, very long process, not knowing anything and really wanting to do this. I was new. I'd only done three movies at the time. All I heard was that the studio wanted somebody else—"What about this?" "What about Eddie Murphy?"
Winkler: Marty wanted Ray very badly. Frankly I thought we could do a lot better, and I kept putting him off saying, "Let's keep looking." And then me and my wife were having dinner one night in a restaurant down in Venice, California, and lo and behold, Ray Liotta came over to me. He was in the same restaurant, quite by coincidence, and he asked if he could come talk to me.
Liotta: I just went up and said that I really, really wanted to do the movie.
Winkler: We went outside, he said, "Look, I know you don't want me for it but I…," and he really sold me on the role right that evening. I called Marty the next morning and I said, "I see what you mean."
Liotta: Eventually I got a phone call, and Marty said I had it. I think I broke down and cried. My mom was really sick at the time.
De Fina: Madonna seemed to be in the mix [for the role of Henry's wife, Karen]. I remember that we went to see her in the play Speed-the-Plow. Marty said hello to her afterwards. There was definitely somebody somewhere wanting to cast her. Can you imagine? Tom Cruise and Madonna? But Marty can get a performance out of almost anyone.
Lorraine Bracco (Karen Hill): One of the things that worked for me with Marty was I was brought up in a Jewish neighborhood. So I could relate to Karen Hill as a young girl. Like, I got it: She lives in a Jewish home dominated by the mother—to me, it was all rebellion. Marty wanted to see what Ray and I looked like together.
Liotta: Lorraine is a mighty presence—how she feels, whether it's good or bad, she's very free with who she is. We met in Marty's apartment on West 57th Street, right next to the Russian Tea Room. He was on the fiftieth floor, something high.
Bracco: I thought Ray was really good-looking and very sexy. We all had a drink and we talked about the script and the book and blah blah blah and that was that.
Liotta: Then we all went to Rao's, this restaurant in Harlem. It's so exclusive that people have set times and days when they go to eat there.
Pileggi: We'd put the word out [to the Mob guys]: "Anybody who wants to be in the movie, come." He must have hired like half a dozen guys, maybe more, out of the joint.
Liotta: During dessert, it was like they started auditioning. "I knew a guy who beat somebody up." "I knew a guy who stole this, who stole that." They seemed to be talking about themselves, and they kept topping each other.
Ellen Lewis (casting director): We were told I could consider some of them for the film, but others were a little too hot to be considered: "That guy can't be in front of a camera." It was actually the least likely-looking guys.
Pileggi: Warner Bros. now had to put them on the payroll, and they wanted their Social Security numbers. The wiseguys said, "1,2,6, uh, 6,7,8, uh, 4,3,2,1,7,8—" "No, that's more numbers than you need!" They just kept reciting numbers until they were over. Nobody ever figured out where that money went or who cashed the checks.
Lewis: There was a moment when we were concerned about the Jimmy Conway part. Marty had offered it to another actor, and that actor turned the role down.
Winkler: The studio made it clear that they were looking for a star for the role. John Malkovich was discussed.
John Malkovich (actor): It sort of came at a bad time in my life, when I wasn't feeling well and didn't want to think about working. It's hard to explain why you end up in Eragon and not GoodFellas. But De Niro is fantastic.
Robert De Niro (Jimmy Conway): I was reading the book, and I called Marty. We always thought I was too old to play Ray's part, but I said, "What about Jimmy the Gent?" Marty said, "Yeah, great!" Who else they were thinking of or whoever turned it down, I don't know. I never knew about that.

Pileggi: You're into page 11 [of the script], right? And Marty says, [talking really fast, à la Scorsese] "Put a note, make a note, make a note: Window. Just write window." He's thinking he's got a window shot. Or "Just write Cream." I didn't even know what Cream was. I was still listening to Frank Sinatra.
Christopher Brooks (music editor): Marty once told me that he knew what all of the songs were going to be three years before he shot the film. There was no music supervisor. Marty is the music supervisor.
Douglas: 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. If he knows the beats of the music, he can anticipate what the cuts are going to be.
Scorsese: When I talk about recreating the spirit of that world, the music is as important as the dialogue and the behavior. 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. Jukeboxes were brought out during the summer. Windows were open, and you could hear what everybody else was listening to. It expresses the excitement of the time. Simply, it's the way I saw life. The way I experienced life.
Michael Ballhaus (director of photography): Marty grew up in Little Italy, and his best friend was the son of the Mafia boss there. 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."
Heather Norton (on-set assistant): For him, that movie wasn't real unless the details were there. When we were prepping for the job, he and Pesci and De Niro went to this Italian tailor to get measured for these spectacular suits. All the cloth was brought in from Italy. De Niro and Pesci were totally into it, are you kidding? They wanted to look like the real thing. I was just there taking notes: Okay, left arm…
Kristi Zea (production designer): It was important that the length of the collars, the shape of those shirts, the shape of the tie, the kind of knot, be accurate.
Deborah Lupard (second second assistant director): He was involved in every detail, every ring that goes on a finger. If an actor needed money in their pocket to be real money. Marty always works the same: It's always about the actors and whatever they needed.
Welker White (Lois Byrd, the babysitter): Nothing ever felt prop-y. This atmosphere was provided for you so that you could just live in the moment.
Liotta: Marty would tie my tie every day. There was a certain way that he wanted it done.
Zea: Early in the shoot, Lorraine and Ray are in the bed together—I think we were in Brooklyn—and we suddenly had a kind of drama on our hands. Lorraine was very upset that the set-dresser jewelry wasn't real.
Robert Griffon (prop master): Lorraine was just not coming in until there was real jewelry in the room.
Zea: I had to run out to parts of Queens and rent as many pieces of garish real gold as I could find. She needed to know that she was wallowing in wealth, and it was important to Marty that she feel confident.
Joseph Reidy (first assistant director): We're talking about major, really expensive jewels that came with an armed guard.
Bracco: I had to fight for Karen. She was the princess, and princesses have real stuff.
Griffon: The only guy who uses real money in the movie is De Niro. He had like $5,000 cash in his pocket. I went to the bank and took out a couple thousand dollars of my own, but you had to keep track of it. Like the scene in the casino, he's throwing $50 and $20 bills around. And as soon as they cut, we're trying to get them all back: "Everybody freeze!"
De Niro: That's kind of a classic Mob-guy thing. They carry cash rolled up instead of in a wallet.
Griffon: Every one of De Niro's outfits had a watch and a pinkie ring to go with it. We had a vintage-watch guy on Madison Avenue who would lock the door, so he could pick out another five or six watches in peace. He's Robert De Niro. Whatever he asks you to get, you go get it.
Peter Onorati (Florida bookie): I was fitted for my wardrobe, then came back in May to start filming. I went into my trailer, and none of the wardrobe I had tried on was there. Then I see Robert De Niro's wearing the wardrobe they had fitted for me. He must have seen it, said, "I like that," and that was it.
Zea: Marty had his mom cooking for the scenes where they were eating Italian food, because he wants his actors to feel like they're in the real place doing stuff for real.
Griffon: She came in with a little CorningWare bowl with tinfoil over it. That big pot of sauce cooked for like three days, while the scene [of the last day before Hill is caught] was being shot. It just got better and better.
Corrigan: It was conveyed to me, the importance of leaving the sauce alone and not tasting it. They were saying, "That's a prop! You're not supposed to be eating it." Which I didn't listen to.
Ballhaus: Marty cast non-actors because these strange people knew more about the sense of the movie than maybe an actor does.
Mazar: The short answer is yes, a lot of the extras were gangsters.
Douglas: Let's say we had a lot of set visits…from certain people. There were a lot of people in the film where it was, nudge-nudge, wink-wink, "Make sure she gets on camera, otherwise Local 19 is going to be a little upset with us." There was a great sense of blurring the lines.
Mike Starr (Frenchy): There was a detective in this movie, Louis Eppolito [who played a wiseguy, Fat Andy]. He was later convicted of carrying out hits for the Mob.
Zea: Sometimes the verisimilitude got too real. Somebody started pushing our counterfeit money, you know, the $100 bills.
Reidy: Marty gave me a heads-up about dealing with the people. When I say "the people," I mean people who were more real than actors. I learned very quickly to show respect and to treat them well. Certainly we did favors without expecting anything in return, I'll put it that way.

Imperioli: The early part of the movie, there's kind of a romantic thing. There's the Fifties, and the music, and the clothes, and there's an innocence. It's nostalgic. My own opinion of why he opens the movie with this very brutal killing is that he doesn't want us to get lost so much in that innocence. They are saying right off, This is what the movie is about. It's the guy at the side of the road getting knifed to death. This is about a very serious, violent life.
Pileggi: Voiceover, I think, is the key to that movie. Marty said, "When he slams the car trunk down, and he's looking out, I'm going to freeze-frame, and then: 'As far back as I can remember, I wanted to be a gangster...'" It's very unusual to have a voiceover on a dead screen, except for the guy's face. But it works. A lot of movies go to voiceover almost as a crutch, after the fact. Voiceover doesn't work unless you have really great voices over, with the nuance and flavor of the character. I would talk to Henry Hill all the time when we were writing the movie, and all that dialogue is almost verbatim stuff.
Liotta: Nick Pileggi gave me I don't know how many hours of cassettes of himself interviewing Henry Hill, and I would listen to them continuously. Henry would be telling what happened, and it was so casual: "Oh, yeah, and then this one got whacked." The whole time he's eating potato chips, talking with food in his mouth.
Pileggi: You could have given Marty and me all the drugs in Malibu, we could not have made up that dialogue.
Chris Serrone (Young Henry): If I came across wide-eyed in the film, I really was. It's funny, because I couldn't help but think: This is probably how Henry was feeling. It felt like this huge extended family. The narration is, "I can't see over the dashboard, and I'm parking Cadillacs." And here I am, a twelve-year-old kid, and I'm parking Cadillacs. In the parking lot of the Hall of Science in Queens, Warner Bros. had a stuntman take me out in an older vehicle with no power steering and no power anything, just like those old cars, and that's where I learned how to drive.
Pileggi: As bizarre as it sounds, Henry is the moral center of the movie. He is with a collection of totally amoral, aberrational sociopaths. And he is with them during the early years, when they are the most charming, funny, great guys. They make it so he doesn't have to go to school; when he gets arrested and he doesn't say anything and he comes out of court, they're all waiting for him and cheering him. It was like his birthday, like his confirmation. But you pay a price. The world of the child ends.

Larry McConkey (Steadicam operator): The impression I had when Marty walked us through the Copacabana shot was that this is going to be the most boring, worst thing I've ever done. We're walking across the street, down the stairs, down a hallway, in the kitchen.... What is this shot about?
Douglas: They didn't know that the Copacabana tracking shot was going to be such a big deal. It wasn't like, "Okay, we're going to do the greatest Steadicam shot in history."
Reidy: It's probably the hardest orchestrated single shot I've ever been involved in.
McConkey: There were 400 or more absolutely precise timing moments. It was totally impossible, mathematically.
Zea: This was the mating dance. Henry's arrival into the Copa, the way he came in, and how the whole thing was designed to impress the hell out of Karen. You wanted the audience to be part of her being impressed.
Johnny "Cha Cha" Ciarcia (Batts's crew number one): Marty Scorsese was in trouble for extras, so one of the casting directors called me. I live on Mulberry Street. I know the whole world. I went and I made a deal for $10 a person. We had five busloads of people on Fifth Avenue for the Copa. I set it all up.
Zea: He wanted a long preamble before they get into the space. The Copa didn't have a long enough walk before they actually get into the nightclub. So we had to build a hallway, and we literally took the walls away while the camera was in motion, so that they were gone by the time Ray and Lorraine showed up in the main room. The delivery of the camera into that big space had to be done like a ballet. Henry is saying hi to everyone, everyone knew who he was. And then the table flies across the camera and lands smack dab in front of Henny Youngman, and suddenly there's champagne coming over courtesy of these other guys.
McConkey: Marty watches the first rehearsal, and the only thing he said was, "No, no! When the table comes in, it's got to fly in! I came here as a kid and I saw this!" They'd flip on a tablecloth, the lamp goes on top of it, somebody plugs it in, they put down the plates... It was like a magic act.
Douglas: I believe they only did like seven takes. I've been involved in Steadicam work where you literally work all day to achieve what Marty achieved in that shot.
Liotta: One take was because at the end of it, Henny Youngman forgot his joke.
Zea: "Take my wife..."
Ballhaus: He forgot his line that he had said about 2,000 times!
Douglas: Brian De Palma had just done this incredibly long Steadicam shot in The Untouchables, and Marty said it would be funny to try to do it one minute longer than De Palma's. The world perceives this as "Oh, the Copacabana scene!" But what it really is, is directors behind the scenes having fun fucking with each other.
Ciarcia: Sylvia Fay was the extras-casting person, may she rest in peace. She said, "We'll give you a part in the movie." I said, "Read my lips. I don't give a shit about a part in the movie. At ten bucks a head [for the extras], I figure you owe me $4,000. Just give me the $4,000 and I'll be happy. And a casting credit." She says, "I can't give you a casting credit, I can't give you the $4,000, but I could give you a part in the movie." I says, "As long as it pays $4,000, we got a deal." Two weeks later, I get my check in the mail. It was $1800. I called up Warner Bros., I said, "My deal was for $4000. If I don't get the balance of my money, I'll be on set tomorrow and I'll break all the cameras." They called me back: "Mr. Cha Cha, we apologize. You're right! Accounting made a mistake."

Norton: There is no noise on Scorsese's set. No distractions. People who aren't in the inner circle find it hard to approach him, and he doesn't want them to, because he's so concentrated. On another job, they put up mirrors so that if there was someone sitting behind him crinkling a paper he would see exactly who it was and have them removed. There was a sense that he couldn't handle distraction. The movie set was not like this public place. And I think he did that for the actors. They improv'd a lot of stuff in this very quiet environment where they felt totally at ease.
Douglas: He creates an environment on-set where you literally did not know the difference between when the camera was on and when the camera was off, this environment where nobody feels as if they're embarrassed or did something wrong. When we were filming the bar scene [where everyone is celebrating the Lufthansa heist], it was like this huge tracking thing, very, very elaborate. I was doing sketch comedy and had no real clue what I was doing, so I was thinking, When the camera comes to me, I'll give my line a button by taking a sip of wine: ba-dum-bum! The shot had taken two hours to set up, and as soon as I did the wine, I was like, "Why did I do that? That was so misguided." But Marty came over waving his arms. "Hold it, hold it! Camera problem. Sorry, everyone." And he came really close to me and whispered in my ear, "Don't—" and I said, "I know." To me, that's a classic Marty thing. I've been on a million sets where people say, "What is she doing?"
Julie Garfield (Mickey Conway): He was always open to seeing what was going to happen in the moment. If he felt like the word you were using sounded too much like a line, he'd say, "Try another word."
Sorvino: If you stick slavishly to the material, you're not going to be able to get it so that it sounds like you're saying it for the first time.
Thelma Schoonmaker (editor): The whole film was improvised, really. [laughs] Scorsese always tells them they have to begin a certain place and end a certain place, but what they want to do in between is okay. For example, when Pesci shoots Spider.
Imperioli: The only line in that scene that was actually scripted was the last one Spider says, which was "Go fuck yourself."
Mazar: Everything was improvised. That scene where Henry's approaching Sandy, my character, and I'm walking backwards—I tripped over the dolly track! Marty liked it so much, because it looked like I was tripping because Henry was blowing my mind. He goes, "I need you to do that again."
Sorvino: He's extraordinarily prepared but completely open to happy accidents. When we did the scene [where Paulie and Jimmy tell Henry that he has to move out of his mistress's apartment and back in with his wife] half of that is improvised. I say, "You're not gonna get a divorce. We're not animali"—that's a happy accident. That's one of those things where you say, Not animali? How many guys did you kill yesterday?
Low: I did come up with my own lines of, "What am I, a schmuck on wheels?" "I've been bleeding for this caper." "Jimmy is being an unconscionable ball-breaker!" During a break, one of the Mob guys in the movie comes to me and he says, "What is this 'ball-breaker' thing that you're saying, the 'unconscionable?' " I said, "You know, in the Caribbean there's conch shells; you can't break 'em." They all give me like the thumbs-up: "Oh, I get it. 'Unconscionable!' "
Norton: Scorsese would tell one actor one thing and tell another actor another thing. So things would happen that they weren't expecting, and make it real.
Darrow: Marty calls me into the trailer. I had lines in the scene with the bandage on my head [when Sonny begs Paulie to be a part-owner of his nightclub], but it wasn't much. Marty said, "I'm going to take this scene away from Paul and Ray, and it's your scene." So I says, "Okay, but tell Sorvino." He said, "Don't worry about it." I say my lines, and Sorvino goes, "Whoa, whoa, whoa! What fucking movie are you doing?" Marty didn't tell him anything; he wanted him mad. See how mad he was in that scene? Because Marty knows how to get it out of you, he really does.
Frank Sivero (Frankie Carbone): Bob and Marty had a very private thing going on the whole time on the set. If Bob had a question for Marty he always whispered it in his ear. Who the hell knows what was said? Sometimes I wanted to say, "Come on! Let me know what's going on! Fill me in, here!"
Onorati: It's three o'clock in the morning, and I'm getting into a car in Brooklyn to get beat up by De Niro and Liotta. Scorsese comes over and says, "Okay, Bobby's going to bash your head into the front seat twice, and then you're going to come up, and you're going to say your line." I say okay. He goes, "Action!" And BAM BAM! "But I—" And De Niro smacks me down a third time. And Scorsese goes, "Cut." I go, "Why don't we just lose the line?" I was trying to say nicely, "I don't know if De Niro's counting the same way I'm counting, because he's smashing me three times into the front seat." After every take De Niro would get out of the car, and he'd walk over to Scorsese, and the two of them would start laughing and talking, and he'd come back with something different to do.
Liotta: For the scene at Tommy's mother's house, I don't think Marty gave his mom a script. I remember Joe saying, "Mom, I need this knife. We hit a deer, we got to cut off its—" and he can't remember it, and Bob jumps in as he's eating "—hoof." There was a lot of improv. And then they're talking about the guy [with the dogs] in the painting. Joe says, "One dog goes one way, and the other dog goes the other way. And this guy's saying, What do you want from me?" I don't know where the fuck that came from. To this day, it's really funny.
David Chase (creator, The Sopranos): Maybe that's my favorite line in the whole movie. I might as well have been back in my uncle's kitchen around a Formica tabletop at midnight. There was also something in the movie in which Pesci as Tommy is dressed to go out, and he comes into the scene, and Mrs. Scorsese as his mother says, "You're home?" [laughs] And he says, "Home? I'm leaving!" It was obvious that someone had lost their place there, and that was so clearly improvised. And it just worked. A lot of people might've cut and said, "That's a mistake, let's go back." A guy talking to his mother who's in her sixties, it was so perfect.
Corrigan: I'll never forget the first time I saw the scene where Pesci is saying, "You think I'm funny?" and he pretends like he's going to kill Ray Liotta. Now everybody knows it, but there was a first time when no one knew what he was going to say and do. We were on the edge of our seats, like, "Oh my God! He's gonna fucking kill him!"
Scorsese: When I asked Joe to be in the film, he didn't want to do it. We went up to my apartment, and he said, "Let me tell you a couple of stories. If you could find a place for this sort of thing, then I think we could make it special."
Liotta: Joe was working at some restaurant in the Bronx or Brooklyn. He said to some wiseguy, "You're funny," and the guy kind of turned it on him.
Scorsese: Joe acted it out. Then we did a rehearsal with Ray and Joe and put it on audiotape, and I constructed the scene from the transcripts and gave it to them to hit those levels, the different levels of questioning and how the tone changes. It was never in the script.
Douglas: That day Marty had invited down all the bigwigs from Warner Bros. There were a hundred things I learned from Marty, like what days to invite studio people to the set.
Scorsese: I shot it with just two cameras. Medium shots, no close-up, because the body language of the people around them was as important as their own.
Ballhaus: You cannot move the camera in a scene like that, because it will take attention away from what's happening.
Lupard: The people in the background were picked very carefully. The tension comes from not just staying on Joe Pesci, but seeing people's reactions to him.
Pileggi: The wiseguys are sitting there, and they're looking at each other: "What the fuck's going on? Is Joe crazy?" That look was what Marty wanted.
Frank Adonis (Anthony Stabile): We didn't know it was coming. I was thinking, What is Joe trying to do?
Schoonmaker: Scorsese wanted to show that as Pesci gets angrier and angrier, the men around him and Ray stop laughing, and you see the look of dread come on their faces. The key moment was how long we waited before Ray says, "Get the fuck outta here, Tommy," in an attempt to break it. We kept screening it over and over again to get just the right beat for that one incredible moment where Ray knows if he doesn't make this work, he's going to get shot. [laughs]
Liotta: It was supposed to end when I say, "Get the fuck outta here, Tommy." But you let it breathe, just to see what happens. And for some reason I said, "You really are a funny guy!" and he gets the gun. We made that up in the moment, literally.
Pileggi: I've maybe even gotten awards from people because of that unbelievable scene, that I, quote, "wrote." I never wrote that scene! I had no idea about that scene!

Liotta: This is kind of vulnerable to say, but I remember right after one of the rehearsals, I walk out with Joe and Bob, and I so much felt like a little kid going out with his big brothers. I did another movie with Bob, but I can't say that I know him. I always felt like an outsider with those guys, I never felt that close to joke around. But sometimes during a movie, the most important thing is to service the story, and maybe that's what they were doing: If you're not supposed to be friends, keep that person on edge.
De Niro: I think there is sometimes a truth to that. That might have been deliberate on Joe's and my part, in a way.
Douglas: Ray was on the fast track to becoming a movie star, but I think that real-life insecurities and family things that he was experiencing were playing out in real time on-camera. And I'm sure Marty was aware of that, and not being mean but using it to his advantage.
Liotta: You're dealing with real anger. My mom had cancer, and she was dying. There was a lot of anger about her being sick.
Reidy: Probably my favorite scene in the movie is when Henry crosses the street, there's the guy there shining his car with a couple of friends, and he pistol-whips him.
Liotta: I was wound up. I might have gotten a phone call about my mom. That guy was nervous. He was, like, a Juilliard guy.
Mark Evan Jacobs (Bruce): Ray was boiling with rage. He stayed away from me, across the street, and he kept that going for take after take. We tried to keep the anger controlled, but one take got a little too close and I got hit.
Ballhaus: I think it's the most violent scene I've ever filmed. There's so much energy in this shot. The violence is shocking, it comes out of nowhere.
Jacobs: I remember there were a few takes when Scorsese was like squirming in pain and kind of laughing sadistically, because it was like, "Ooh, this is going to be good."
Liotta: There was one scene where I lift the girl who plays [Henry's mistress] Janice, and my back went out. I couldn't even straighten up. It was the pressure of the stuff with my mom. It was just a very, very intense time.
Bracco: The scene we rehearsed the most, which was very painful, was with the gun on Ray. That was very hard.
Ballhaus: She sits on top of him and puts the gun in his face.
Liotta: I grab the gun and push her away. Lorraine said Harvey [Keitel, her then husband] told her, "Make sure Ray takes it easy and doesn't go too far." I grabbed her or something, and that left a mark.
Ballhaus: He threw her to the floor, and she was crying there, desperately, and it was very emotional. And I think that was because he did something that was not planned. It was something she really felt, not only as an actress in the scene, but as a person.
Liotta: My mom died in the middle of filming.
Lupard: I remember we were in the club shooting when somebody got the phone call and had to tell him. I remember how stoic he was about it, and how professional. I think he left the set until he could breathe and get on with it, and then he finished working.

Scorsese: The turning point is Billy Batts. Killing Billy Batts locks it in. They didn't have to do that. And Jimmy didn't have to join in.
Vincent: Billy Batts is celebrating being released from prison, and they're throwing him a party. When you're around a made guy, he's the fucking boss. Now, Tommy is a young punk trying to look good in the face of a superior. That's what pissed Billy off.
Ciarcia: Billy Batts was breaking his balls. He was a little bit out of order, Billy.
Vincent: You mean when he says, "Go home and get your fuckin' shine box"? No, he just gave him a verbal slap. Billy didn't insult Tommy. His patience ran out, and he showed his power. He just taught him a lesson. Then Joe came back, out of rage, and then they made a big mistake.
Ballhaus: When De Niro kicks this guy, he's really into it. It was amazing how much energy and how much hate he had for this guy. We filmed the shot from below to show the emotion in their faces.
Pileggi: De Niro has mastered the art of kicking people. I suspect that happened growing up. He didn't get that from the Actors Studio.
De Niro: I don't know if I can say that. Anyway. [laughs] Whatever.
Peter Bucossi (stuntman): De Niro was kicking the hell out of me that night. I had pads on, but I recall being quite bruised a few days later. I mean, he tried to hit the pads, but in the midst of their fury they're not worried about making sure.
Douglas: Marty used a Donovan song in that scene. Talk about counterintuitive. I remember that he wanted to hear a key phrase from the song: "Though gods they were."
Scorsese: To a certain extent we pushed that idea, that they are like gods, and gods fall. The repetition of the phrase "Way down below the ocean where I want to be" [conveyed] the hypnotic nature of what they were doing, that they couldn't stop themselves.
Douglas: The funny thing is, I've gotten to sort of know Donovan, but I've never brought up, "Hey, how did you feel that Martin Scorsese used your song to bash someone to a pulp?" You know, he's a vegetarian and antiwar and stuff.
Donovan (singer): When I heard it was the master Scorsese asking for my song, I said to my publisher, "Whatever Martin wants, he can do it." Of course I don't condone violence, but artists are drawn to portray life, and at times filmmakers use contrasting music in a scene as juxtaposition.
Douglas: De Niro has got such gravitas that it almost becomes impossible to act with him. Because I was a comedian, I knew instantly that I'd have to just do silly things, otherwise I'm going to be really intimidated. Before I met Marty, I used to do a routine called "Raging Bullwinkle," where I would do this thing, like [in high-pitched voice], "Oh, did you fuck my wife?" Marty would force me to do it for Robert De Niro, the world's greatest actor, and I mean I'd be sick in the pit of my stomach. But he encouraged me. God bless Marty, he believed in me. But that's where the power comes from in that "What are you, stupid?" scene [where Jimmy rages at members of his crew for spending their stolen Lufthansa cash] with that actor who wasn't an actor, Johnny Roastbeef.
Johnny "Roastbeef" Williams (Johnny Roastbeef): He opens the door and shows Jimmy the pink Cadillac he just bought that's parked outside.
De Niro: That was in bad taste. [laughs]
Williams: Here's a guy who's done 200 films, and here I am. I owned a deli up in Harlem. I don't act. I can't act for shit. But he needed a fuse, he needed a light, and he says, "Johnny, somewhere—I don't care where it is—just tell me not to get excited." If you watch that scene, when I said, "What're you getting excited for, Jimmy?" that was liftoff. I gave him what he wanted. This is Robert De Niro. The line wasn't in the script.
De Niro: I would hope that anything that I was doing was helping him. And he was helping me. He was very good, as I remember, and doing what he should be doing, just reacting. I was the more kind of dominant, aggressive person in the scene because I was chewing him out. So all he had to do was just react, and the best thing is to do nothing and just sort of take it. And that's how those things happen in life, you know, usually.
Williams: He turned away from me—that's how sure he is of his talent, that he gave me the shot where the camera went on my face. Not too many actors will do that.
Schoonmaker: Of course we relished holding on him, because he was just falling apart as he was being abused. It was wonderful. This guy was real: He was exactly what Marty needed for the part. Johnny Roastbeef, oh my God.
Douglas: You see his face, it's like, "Whoa, I thought I was going to do a scene, but I didn't know..." and I think Bob likes to utilize something that is really happening in you. He kind of waits like an animal and sees what you're going to do, and then it triggers something in him that is so ferocious that you're just hanging on for dear life.
Williams: He's relentless. You ever pull a thread on a sweater and found that it's taken off the whole fucking sleeve? That's what he did. He felt that these guys spending this money was pulling apart the whole affair. In his head, he was figuring out how he was going to get most of the money. Then you start seeing the bodies come up. That's how nuts he was.
Scorsese: In the story of GoodFellas, what makes sense is making money rather than killing. You have somebody like Tommy—if he gets out of hand, it just makes sense: What's the percentage? Where's the profit there? He's got to go.
Frank DiLeo (Tuddy Cicero): Marty said to make it cold when I shoot Tommy. That scene supposedly gave the movie an X rating. His forehead blows off. They had to find a way to cut that a little bit.
De Niro: One of the hard scenes for me was when I heard that Joe's character was killed—to be crying and emotionally really upset. I tried my best. I might have wanted to get even further than I did in it—not expressing just the anger but the emotional distraughtness, if you will. For my character, for him, because they were close.
Ballhaus: I think we shot that scene only once. He was so much into it that you couldn't do it again.
De Niro: It takes a lot out of you emotionally, the things that you're trying to…it takes so much effort and energy. Either you're there or you're trying to get there, but both of those processes take a lot out of you.
Garfield: I remember the makeup people were very depressed. There were continuity pictures up on the wall with these hideously gory things they had to create. They were saying it was really beginning to get to them.
Ballhaus: I wouldn't have done this movie with another director. These discussions—whether there is enough brain in the blood—are so absurd that you almost want to throw up.
Lupard: When you do a scene like that you have to clean up. When you have to clean up blood it always takes forever.

Chase: The sequence in GoodFellas—moving the cocaine, making the Sunday gravy, and taking care of the brother in the wheelchair, and dodging helicopters—the way music and film are used there, so that you actually feel you're high on coke? I don't think anybody's ever done that before or since. It's beautiful filmmaking.
Corrigan: He samples like fifty different pieces of music in a minute. George Harrison and the Rolling Stones. Muddy Waters. The Who.
Brooks: Ooh, that was an expensive scene.
Spike Lee (director): He's one of the few people who knows how to match music and picture. It's not just about taking a great record and just slapping it up in there. That scene is directed, obviously, by someone who's used cocaine! Simple as that. And used it a lot. And if you've never tried cocaine, which I haven't, now I know what it feels like, after watching that scene.
Mazar: Marty would sit me down on the stoop of this abandoned Harlem brownstone we were shooting in and he would tell me stories of, like, blood dripping out of his nose while he's snorting cocaine. He put a lot of his past into my character.
Liotta: I've had a couple people come up to me who were users and they said they would cue up that scene just to remember what that stuff could do to you.
Schoonmaker: We were jump-cutting Ray Liotta making meatballs and looking for the helicopter and every time we screened it we said, "We can make it faster, faster, faster."
Whitlock: I think at the time Ray Liotta had been up all night. I don't mean that in a bad way. Because I remember he did look like shit. Scorsese said, "Just make up the dialogue. This guy, he's been up all night, he's coming in, after all this cocaine and paranoia, and you're the young doctor." It was very easy to play: "Dude, you look like shit!"
Corrigan: Ray Liotta was really intense to be around. I remember trying to throw something to him, like, "Henry, what's the matter? You seem so lost in thought." There was no scripted dialogue. He turned to me and was like, "Shut the fuck up!" He was just wild. They didn't use that take.
White: I wanted to provide some kind of counterpoint to this coke-addled day. I decided that Lois smoked a lot of pot. My feeling about her was that she had a rhythm that was unique to her. She wields such power from this soporific or apathetic place over these people who have guns and drugs and cars. I thought she loved that feeling of power. There was something in her that wanted to fuck him up. Not that it was calculated, but at the outer edge of her consciousness, a knowledge that this would be kind of fun, and he deserves it. She's saying, "I won't leave without my lucky hat." He says, "Come on, we have to go." She says, "No, I never travel without it. I have to have it."
Pileggi: Ultimately the irony is that Henry, having betrayed everybody he knew, becomes all the stuff he became a gangster to avoid. He has to play a normal man so that he can stay alive. For Henry, it's purgatory. They don't have Italian food where he goes; he orders spaghetti and tomato sauce and they give him ketchup and egg noodles.
Scorsese: He's angry about it. And to a certain extent, I think that was a provocation of the audience, too—that these people lived this way, did these things, and he's complaining that he can't do it any more. Once you think you need everything and want everything and there's nowhere else to go, you have to keep getting and acquiring and consuming. And when that's taken away from you, you don't like it. The bottom line is: How much more do you want?
Pileggi: In that last scene, "My Way," instead of the triumphant Sinatra version, is sung by the Sex Pistols in that whiny, ironic way. Henry did it his way—clearly. But his dreams wind up in disaster.
Scorsese: He has no change of heart, except that he's bitter about having fallen. Which is probably more accurate, you know?
White: I think it's very hard to capture, to have a movie where you're really pulling for someone whose actions you deplore. From the time he's a little kid, there's no point in which you think he's doing the right thing. And yet you can't help but want something for him, I don't even know what.

Julia Judge (assistant to Martin Scorsese): Thelma Schoonmaker's husband died during the editing of GoodFellas—Michael Powell, who directed The Red Shoes and The Life and Death of Colonel Blimp. He was a lot older than Thelma, but it was like the love of her life.
De Fina: Marty, who was a big fan of Michael's movies from when he was a child, had re-discovered him; I think they had a hard time finding him. We tried to have a lot of his movies restored.
Schoonmaker: Michael Powell had taught so much to Scorsese about filmmaking, and here was Marty who gave back to him by bringing the films back to the world, and making him feel alive again. And when I had to take my husband back to England, Marty arranged everything for that—limousines, private planes, ambulances. All my husband could think about, when I was taking him back, was Marty's artistic freedom. He was obsessed with it. Marty shut down the editing of the film for two months while I took my husband home. And then after he died, I had to come back to help finish it. I didn't want to do anything; I didn't want to live.... And so it saved my life, really.
De Fina: The previews were scary. 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. A lot of people didn't like the part when he was on drugs; it would agitate them. At one point, we wound up hiding in a bowling alley because the audience was so angry. One guy wrote FUCK YOU all over the comment card.
Pileggi: They had the screening in Southern California for an audience of Orange County, white, conservative people. They started seeing people getting shot in the trunks of cars and guys stabbed and about seventy people walked out. The Warner Bros. bosses were sitting there, they said, "Holy shit. We've got a bad movie. We've got problems."
Bob Daly (former chairman, Warner Bros.): Let me just say this: It wasn't the best time I ever had after a preview, sitting in a restaurant having a cup of coffee with a filmmaker. We all were a little depressed. But we also knew that it was a good movie.
Pileggi: Bob Daly had to go countless times to argue Marty's case to the ratings board. He should get credit for that. He skipped and danced and did a little Daly number on those people. He knew the movie and he wanted to fight for it.
Schoonmaker: Scorsese was not happy. Whenever Marty gets upset it's about his artistic freedom. And rightfully so. We go through this on every film.
Daly: It was a movie which was tough in a few spots. Marty always would agree to make a cut, but it was a frame at a time. I don't know that there was a major cut in the movie.
Pileggi: Bob just wore the rating agency down. Meanwhile, marketing says, "Seventy walkouts? What are we doing?" As a result, 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.
Daly: I don't have any recollection of that. I do know that we might have determined from that screening that this is a movie that has to get word-of-mouth. And that does dictate how you open a movie. I think we went to less theaters.
Pileggi: Then the reviews started coming in. It was like the cavalry. There were people at the studio I know who were pissed off at the reviewers, because now it was apparent that they were wrong. And every day they got wronger, until suddenly, they were buried in shit. You couldn't get us into bigger theaters, you couldn't do anything. There we were, stuck behind Dances with Wolves, which was a huge winner.
Douglas: I said to Marty, "I think you know that Dances with Wolves is going to win Best Picture, and you're going to win Best Director." I even got him a little table where he would put his Oscar. We were romantically involved at the time. When he lost, that was again like a condemnation of the film. I remember him saying, "They put me in the front row with my mother, and then I didn't win," which is such an Italian thing to say. He came home: "They don't like me. They really, really don't like me."
Imperioli: When was the last time you rented Dances with Wolves?
Mazar: That was the most exciting time of my career. I never recovered from it.
Corrigan: A friend of mine came up to me. He's like, "You've got a smile on your face whenever you're on screen that looks like 'I can't believe I'm in this movie!' "
Douglas: If you look at my performance, I'm just laughing, like, How did I get here? I thought I was going to be on a sitcom, and somehow I'm in a Martin Scorsese film.
Serrone: I have a wall of photos from the filming and the premiere. I also have a little piece of the red carpet.
Vincent Pastore (Man with coatrack): Marty saw something in us. Something like forty-five guys in GoodFellas got union cards because he wanted real people. They were real guys. And they were from Williamsbridge [the Bronx], and they were from Brooklyn, and they were from Little Italy, and that's what GoodFellas is all about.
Imperioli: Probably 80 percent of the cast ended up on The Sopranos. [laughs]
Chase: What made a mark was the absurd, in a way awful humor. And the home life: Paul Sorvino's house, the woodwork, him out in the backyard in his shorts, the barbecue grill, people coming over on Sunday—the Italian-American quotidian. The challenge was to make a good Mob series without stumbling over the cast at every turn. Because they were all so good, and they were all around. Frank [Vincent] had to wait four or five years before I felt Sopranos had established its own identity, and [Phil Leotardo] would now be perceived as a different character than Billy Batts. I also talked with Ray Liotta about the part that was ultimately played by Joe Pantoliano, Ralphie.
Douglas: I think Marty made the film that he wanted to make. Every inch of it is his, down to the Saul Bass credits—the way he wanted his name to zoom in, and the number of seconds each title is up there: It's down to a science. There was a great sense that this was a comeback movie for him. He was totally in control, fully in his element. I think this movie broke all records for meal penalties, because he didn't care! He'd get giddy: "Come on! Another meal penalty!" You were in it and there was this excitement, and he didn't want to break it.
Scorsese: You think you're doing something at the time, and that gets you through it. And maybe it changes over the years. A picture takes on a life of its own.
Reported by Sarah Goldstein, Alex Pappademas, Nathaniel Penn, and Christopher Swetala. Compiled by Nathaniel Penn.