The Making of Goodfellas (Behind the Scenes) Cult Classic
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00:00That was so exhilarating, talking with somebody who's ten times more passionate than you are.
00:22That's why he's so great.
00:24He enjoys it.
00:25He doesn't put a cap on his own, and he doesn't put a cap on yours.
00:28And that's what makes it a joyous experience, as opposed to, you know, like, just a job.
00:33You!
00:34At least...
00:35The credit belongs to Marvel, or this would have been just another Marvel.
00:39He wanted to counter the romantic image of the Mafia, and show not only what the pull
00:45is, but what that decision means, and that was his goal in that movie.
00:50If you touch her again, you're dead!
00:52This is what goes on.
00:53This is the dog-eat-dog struggles of these people.
00:57Terrifying.
00:59I just know it from what I saw in the streets, and when I saw it, when I lived it, I always
01:04said, oh, well, that's the way it should be on film.
01:19When we were in Chicago doing The Color of Money, there was an article in New York Magazine
01:26that was an excerpt from the book.
01:29Having dealt with that world to a certain extent, I felt, therefore, I never really
01:31wanted to touch upon that world again.
01:34But I found that the style of the book was so interesting, and I tried to say, boy, if
01:37I can make a film like the style of this book, because what's the point of making another
01:40gangster picture?
01:41There have been several books about mob bosses, but it was like getting a hold of a soldier
01:47in Napoleon's army.
01:49That's who I wanted.
01:50I wanted to know how it worked inside.
01:51Detail, detail, detail.
01:53Everything is detail.
01:54I was interested in the minutiae of how to live as a wise guy.
01:58I wanted to get into the frame of mind of a guy who works that way every day.
02:02And you also had the voice of Henry.
02:05So much of that book was just his telling the story.
02:08And Marty called, and he said, hello, he said, yeah, my name is Marty Scorsese.
02:14He said, I'm a film director, a movie director, I think he said, and he said, do you know,
02:19and I said, I know who you are, and he said, well, I'm calling you because he said, I just
02:22read your book, and he said, I've been looking for this book for years.
02:24I said, well, I've been waiting for this phone call all my life.
02:27So he said, I want to do it, but he wanted to write it with me, but he couldn't make
02:32a deal with me.
02:33So I said, don't worry about it.
02:34The deal with you is on the phone now.
02:37We will make this movie.
02:38Don't you worry about anything else.
02:39I mean, all directors will work with writers and sort of make it their own, but I think
02:44in particularly the case of Goodfellas, it was so much about the world that he understood
02:49that he really wanted to put his stamp on it.
02:52I hadn't put my name on a script since Mean Streets, and I wanted to create an exhilaration
02:57of that kind of life.
02:58But he was stuck with somebody who didn't know anything.
03:01So he really had to bring me along, I think, as far as film is concerned.
03:05And I was a willing pupil because it was fascinating, and he's a great teacher.
03:10Now, when you're working with Marty, of course, he already sees the movie.
03:15I didn't.
03:16But it was all right.
03:17He brought me along.
03:18He did most of the typing.
03:19I don't know.
03:20But he writes longhand.
03:21So I would type, and then it would come out, and then he would scratch these little things
03:24on it.
03:25We would work on it.
03:26And the dialogue would be bounced back and forth between us.
03:29So we would develop scene after scene.
03:31In this scene, this is what's going to happen.
03:32Then we go to this.
03:33And he also said, put it in the corner, put it in the corner, and he would mention a piece
03:37of music.
03:38I want that music here.
03:39What really was important was the nature of the relationship between the main character
03:44and the audience.
03:45And that's the experiment with voiceover.
03:47To us, those goody-good people who work shitty jobs for bum paychecks and took the subway
03:51to work every day, worried about their bills, were dead.
03:55And they were suckers.
03:56They had no balls.
03:58I think it's a wonderful way to tell a story of a film.
04:02But so many times, I think, voiceover is used to patch a little crack in the script, you
04:07know, and then it sort of doesn't work.
04:10You need a body of material so that you have enough richness of character to be able to
04:17justify the voiceover.
04:19Because the narrative of that part is not important.
04:20It's the language.
04:22It's the web that he's spinning as a personality.
04:25He's getting you to like him.
04:27And that's the danger of the character.
04:29The other thing we did was a straight chronology.
04:32And that's the way the first draft is written.
04:34And then Marty was looking at it.
04:35You know, it's a little slow.
04:36We have to do...
04:38This is a movie.
04:39We've got to do something.
04:41He loved the idea, always loved the idea of these guys driving around with a guy they
04:45think is dead in the back of the car that's still alive.
04:48Because the moment of that Billy Bats murder is where everything changes for them.
04:52And so rather than going from the young boy directly to the ending, the rise and fall,
04:56which is...
04:57It is just very traditional, rise and fall.
05:00But we wanted to give it something extra.
05:02So we took that out of the middle of the book, put it in the front.
05:05And he says, when they kill him, I'll put the trunk down, then I'll freeze on Ray Liotta
05:11looking out, and then bam, you're in the movie.
05:17Marty was lucky in this case.
05:19He got to just pick the person that was right for the role.
05:23You know, Bob and Joe Pesci were sort of obvious from the start.
05:27And Ray just had the qualities.
05:30He was believable.
05:31Goodfellas was my fourth movie.
05:33I'd heard about the book.
05:35I'd picked it up just by accident one day just to have something to read from New Jersey
05:40to L.A., read it, really liked it, heard they were going to make the movie.
05:45And I met Marty, and I would meet him every now and then, but it was a long, long process.
05:49It was extremely nerve-wracking.
05:51And then maybe eight or nine months later, I finally landed it.
05:55Henry's character is somebody who grows up with these guys and is very much a part of
06:01them.
06:02He was somebody outside of it, and that was part of the quality that Ray has always had.
06:06That's why I think he was so perfectly cast.
06:08You would never have bought the Bob De Niro character or the Joe Pesci character doing
06:13it, but you did buy Ray's character doing it.
06:16You need Henry.
06:17You don't need me, right?
06:18He asked me to come and meet him, and then he asked me to come up and read with Ray.
06:25Just right from the beginning, you know, I trusted her, she trusted me, and we were kind
06:29of like, you know, the new kids on the block.
06:32And Marty, he always called us the kids, Ray and I.
06:35Bring the kids out, you know?
06:36It was always very cute.
06:38Think about it.
06:39It pushed you, Hill.
06:40I'm going to make it up.
06:41It pushed you a lot.
06:43So we had a commitment towards each other and something that we were both going through
06:47at the same time, a newness to the situation.
06:50Watch the suit.
06:51Watch the suit.
06:52Watch the suit, you little freak.
06:53Frank Benson is like part of the team, you know?
06:56He's been in other movies, and he's been in movies since.
06:59And when I came in to meet with him for this, he said, what do you want to play?
07:02And I said, I want to play Paul.
07:04He said, don't play Paul.
07:06Play Billy Bats.
07:07You don't argue with Marty.
07:08You say, no, I want to play this.
07:09If he says to play, he says, listen to me, play Billy Bats.
07:12I said, okay, Marty, whatever you want to do.
07:15And that's how I was cast.
07:16At that moment, I did not know what Billy Bats was going to be.
07:20So it actually was really a gift because everybody I know that I ever see or meet knows about
07:26it.
07:28And I did 40 movies.
07:30So that's got to be the standout, Serino.
07:33He was perfect for Paul.
07:35I wasn't.
07:36But I didn't think I could do it because it was not the kind of role that I felt I really
07:40had an affinity for.
07:41The externals were easy, middle-aged Italian man.
07:44The difficulty was in the lethality that I felt I didn't possess.
07:48And so even though I wanted to do it, I was sort of faking when I went to the meeting
07:51and giving Martin the impression that I knew exactly what to do with it when I had no idea
07:54what to do with it.
07:56But I wanted so much to be in a Scorsese movie.
07:58I guess he just figured I was capable of it.
08:01I had done so much homework.
08:03I was just obsessed with it.
08:05I knew it.
08:06I remember I was at home in Jersey.
08:09Nick Pelleggi had tapes of Henry.
08:11I remember putting the cassettes in my mother's car.
08:15And as I would drive to New York, we'd listen to him tell a story as he chomped on potato
08:19chips.
08:20And my dad would say, stop studying.
08:22Get out and do something.
08:23It was just, I knew it was a great opportunity and I did not want to be a week or so into
08:29it.
08:30And you know, Marty says, you know, come to the trailer.
08:31I don't know if this is worth it.
08:32I just really wanted to play make-believe with these guys.
08:35And you know, again, I didn't want to mess up.
08:38I believed I could be Karen and do Karen justice.
08:41You are nothing but a whore.
08:43Is this the superintendent?
08:44I knew the motivation of jealousy and wanting to hold on to her man and I understood those
08:52things.
08:53Keep going.
08:54See, Jimmy was one of the most feared guys in the city.
08:58The author, Nick Pelleggi, had a lot of information, research material that he had discarded from
09:04the book.
09:05And I also would talk to people who I thought would have some connection or some relevance
09:14to this particular character.
09:16Well, he wanted to talk to me about the Jimmy Conway character.
09:20So, you know, I mean, there was some some mornings that we talked four or five times.
09:24He'd be in his trailer before he'd go in front of the camera, you know, get me on the phone
09:28and we'll call you four or five times a day, you know, in the morning before he would.
09:33You know, how does Jimmy hold a cigarette?
09:35How do you think he reacted?
09:37You know, when he's seen Johnny Roastbeef, you know, pull up with the Cadillac and how
09:42we have a shot glass, you know, kind of a face.
09:46I mean, all of these crazy, you know, I mean, I thought they were crazy.
09:49Crazy questions at the time, but, you know, I started to get the hang of it and, you know,
09:53I knew what he was requesting and, you know, and I was able to, you know, participate,
09:58you know, and it was rewarding and I got paid for it.
10:03And it went, it was about two months in preparation to try to get this quality that I knew it
10:10called for.
10:11I was kind of agonizing over it for a couple of months.
10:14I was thinking I'm going to ruin this movie.
10:16I was looking for something to get out of it until two days before we started production
10:21by virtue of constantly searching to find where that kind of quality that killers have.
10:27I was preparing to go out one night, passed by the mirror to check for spinach in the
10:31teeth and I jumped back.
10:34I literally frightened myself.
10:36I saw a look in my eyes that frightened me.
10:38I said, who is that?
10:40I said, that's Paulie.
10:43And once I found it, the role became just a duck in water.
10:46It just was so easy to do.
10:47Now what Paulie and the organization does is offer protection for people who can't go
10:52to the cops.
10:53That's it.
10:54That's all it is.
10:55They're like the police department for wise guys.
10:58So much of what Scorsese does is in the way he directs.
11:02And so you see something entirely different up on the screen often than is in that script.
11:07If I felt the scene could be opened up, I usually did that with the actors in rehearsal.
11:12So we would rehearse 35, 40 minutes a scene.
11:14And they were all improvisations.
11:15They were very loosely around the script, just sort of what was happening, not improvising
11:21by writing lines.
11:22I mean, improvising behaviorally.
11:25He always says, don't act like these people, behave like them.
11:28You know me.
11:29I would like to help you out.
11:30Sonny, tell him what we talked about.
11:33He gave me a fabulous direction for Karen.
11:36He said, she's the movie star.
11:38She's the star.
11:39You know, Henry's life.
11:41He knows so well what actors need and how to help them.
11:46And then he'll see something he likes, and he'll come over and say, you know, you know
11:49what you said in that other improvisation?
11:51Why don't you say that to him again?
11:53Or let him have it.
11:55Now go home and get your fucking shine box.
11:57Motherfucking mutt, you fucking piece of shit.
12:01He uses the power of the verb.
12:04Acting is doing something.
12:05I threaten, I charm, I beg.
12:09And what Martin does in the improvisation is encourage the doing of things.
12:15Well, that merely means stay with the other fellow and deal with what he's giving you.
12:20What are you, stupid?
12:21What's the matter with you?
12:22I apologize.
12:23What's the matter with you?
12:24Sorry.
12:25What the fuck is the matter with you?
12:27You feel like you're a real collaborator.
12:29He makes you feel that way.
12:30And in a certain sense, you are, because you're giving all the good things that you have.
12:33And you see anybody fucking around with this shit you're going to tell me, right?
12:37Yeah.
12:38That means anybody.
12:39That's what he wants to do.
12:40But you really feel like you're creating and he's letting you go to do what you've come
12:47up with.
12:48That's just the way he is.
12:49He's very open to a lot of ideas from anybody.
12:53That was, for an actor, it was like the jackpot.
12:58So even during the improv, once we had the improv down, then we had to lock it.
13:02You don't improvise on camera when we're shooting.
13:04They all think that Marty just doesn't do anything, that he lets the actor say, okay,
13:09go ahead.
13:10And he sits there like this, you know, and enjoys it.
13:12You know, it's not true.
13:13I mean, it's so crazy to think that you can go in there and make a movie like that.
13:17It has to be structured.
13:18You're still saying a script.
13:19I said, all right, I'll tell you something.
13:21Go fuck your mother.
13:24Probably the most memorable improvisation I've ever seen was the Joe Pesci, Ray Liotta improvisation
13:33at the nightclub.
13:34Funny how?
13:35I mean, funny like I'm a clown, I amuse you?
13:37Which is something that actually happened to Joe years ago, in reality.
13:40And so Marty said, oh, well, we must put that in the film.
13:42I make you laugh, I'm here to fucking amuse you.
13:45And that was very carefully worked on.
13:48Within our rehearsal period, I was able, as a co-writer, to record several takes, maybe
13:53four to five takes between Ray and Joe of this dialogue.
13:57I then took that and rewrote that, which was then inserted into the script.
14:01Funny how?
14:02I mean, what's funny about it?
14:04It was interesting how he shot that sequence.
14:06He's shooting it in a medium shot, not in a close-up.
14:09And the reason I always tell film students this, that it's very important, is that, first
14:13of all, he knew the scene was powerful enough that he did not need close-ups.
14:17And secondly, what he really wanted to show was how the people around Joe Pesci and Ray
14:22Liotta were gradually changing the looks on their faces as the sense of dread began to
14:28creep into what was supposed to be a casual conversation.
14:31And suddenly, it is wonderful how you see their faces change.
14:35And he was very adamant that that's how he wanted to shoot it.
14:38Oh, Anthony.
14:39He's a big boy.
14:40He knows what he said.
14:41What'd you say?
14:42You're right.
14:43Funny how?
14:44And you just watch his body language.
14:45And you know it's dead serious.
14:46And it could turn in a split second, or hard to cut.
14:50Marty and I spent a long time figuring out how long to wait until Ray Liotta actually
14:55says, come on, Tommy.
14:57Funny?
14:58What the fuck is so funny about me?
14:59Tell me.
15:00Tell me what's funny.
15:01Get the fuck out of here, Tommy.
15:02You motherfucker.
15:03I almost had him.
15:04I almost had him.
15:05Stutter.
15:06You stuttering prick, yeah.
15:07Frankie, was he shaking?
15:08And all the laughter you hear on the track is me, and them, and everybody else.
15:09Because we have to create an atmosphere of that kind of a moment on the set.
15:10When something accidental happens, delightful that an actor does, you'll burst out laughing.
15:11And it's funny.
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19:17And part of what's so interesting is that it starts out as a lot of fun.
19:22We're as bad as they are.
19:24We're happy to see the postman go in the oven.
19:26And all of a sudden, of course, when Spider gets shot, it all turns and it changes.
19:35Now he's moving!
19:36I mean, he shoots that poor kid in the foot.
19:37You should know then, these are not, this is not the way to live.
19:40You don't be sucked in by these guys.
19:42Because it's only going to end one way.
19:43Before the witness protection program.
19:45It only ended one way.
19:47Death.
19:58It was the most frightening thing.
19:59I mean, I was out of my body for a minute, you know.
20:01I had to put myself in a frame of mind to really kill someone.
20:04I made them put full loads in the gun.
20:08In the .45.
20:09Because I wanted to hear the echo.
20:12I wanted to feel the gun really kick like a real .45.
20:17Punch.
20:18The silence after the last shot rang out was more deafening than the gun.
20:24Now you're going to dig the fucking thing up.
20:25You're going to dig the hole.
20:26You're going to do it.
20:27I got no fucking line.
20:28You're going to do it.
20:29Fuck kids.
20:30I'll dig the fucking hole.
20:31I don't give a fuck.
20:32These were very, very intense individuals.
20:33I mean, this is what happened.
20:35They lived a very violent life.
20:37And it was just part of their lifestyle.
20:39You're going to pay.
20:40Just give us the fucking money.
20:41Huh?
20:42I can't.
20:43Marty wants you to figure things out yourself.
20:45He wants you to come to the film and you to look at it and decide how you feel about it.
20:51He doesn't want to tell you what to think.
20:53He wants you to experience it.
20:55What do you want, fucko?
20:56You want something?
20:59This is, in my view, the most violent scene I ever shot.
21:04There were no cuts in it.
21:05And there was no tricks.
21:06Nothing.
21:07You felt the violence right there.
21:11Fuck.
21:12I think in Marty's movie there is an intensity which is very similar to Marty.
21:17I don't know if it's necessarily violence, but you never know what's going to happen.
21:25Believe it or not, some guys really think you're the real deal.
21:28I never forget one guy said to me,
21:30Hey, how could you let that little guy beat you up like that?
21:34And he says, what is with that language?
21:38What kind of talking is this?
21:40The effing this and effing that.
21:42This guy must have killed 25 people that we know about.
21:45That's how real people think it is.
21:48I'll pick up a shovel at my mother's house.
21:52I had a woman say to me, and this was a school teacher, educated woman,
21:56said to me one time, when they were in the house eating,
21:59how could you breathe in the trunk, she said to me.
22:02This is actually what she asked me.
22:04I said, I have a little straw and I put a hole in it.
22:06I learned something about that that's very, very close to phobic in trunks.
22:10I don't get in trunks.
22:12I love watching Marty direct and being with the actors and with the crew.
22:16It's wonderful, but first of all, I don't have time to be there.
22:20And secondly, it does prejudice my eyes.
22:22I like to experience the film as it's being born and watch it every day with Marty.
22:28And then my job is to help him sort of make sure
22:32that that all ends up on the screen the way he wants it.
22:35When he's in the editing room, he can then relax and sit
22:38and just with complete and utter control finish making his movie.
22:42And a great deal of Marty's movies are made in the editing room,
22:45particularly The Last Day as a Wise Guy, as we call it.
22:49The Last Day as a Wise Guy is a sequence that I think came together
22:54particularly in the editing room because we found that we could express
23:00the state of mind that Ray Liotta was in at that time,
23:03being coked up and completely out of control.
23:07It was written in a lot of small montages,
23:11but it was never really visualized on the script the way you see it on film.
23:17For example, when Ray Liotta plunks the guns,
23:20the camera swish pans up to him.
23:24I just always enjoy all the strange jump-cutting that we did,
23:28you know, Ray Liotta making veal cutlets
23:31and how we just jumped around and just experimented
23:34and just had a hell of a lot of fun violating every rule there is.
23:39During the previews I got annoyed, the audience got annoyed,
23:41so I made it even faster, more relentless in a way.
23:43We can make it even more jagged, we can make it more fractured,
23:47and so we started doing more jump-cuts.
23:51What I love about it is the annoyance at having to go bring the guns to Jimmy,
23:56knowing damn well Jimmy's not going to buy them.
23:58Stop with those fucking drugs, they're making the money to mush.
24:00That should put you in a position to say, what am I doing with my life?
24:02No, he's annoyed that now Jimmy's going to make me bring these around,
24:04he's not going to want them, I'm going to put them back in the trunk,
24:06I'm going to have to go over here, I've got to stir the sauce.
24:08I swear this helicopter's following me, but that, don't pay attention to that.
24:10I think it is, no it isn't.
24:11Picking up his brother, drugs, coke, girlfriends,
24:13they're hiding guns in garbage pails, and it goes on like that.
24:15Everything seemed to be of the same importance,
24:17all on the same level, he could not differentiate at that point.
24:21Total madness.
24:24That's Henry's life.
24:25I know he's stoned, and his vision of it is that, but that was Henry's life.
24:30We did our jobs, and we had great makeup, and they made us look all whacked out,
24:34but talk about music and editing.
24:36Everything, everything's going to be all right this morning.
24:40Let's go shopping.
24:42Marty had such great ideas about how to put music to some of those images.
24:52Some of it he had already planned, some of it he put into the film in the editing room.
25:02He has a deep sense of how music should go with a film,
25:06and by that I don't mean that it should go easily,
25:10sometimes it's a shocking choice, but it works like crazy.
25:22I kind of see everything with music, especially the juxtaposition of the type of music you're listening to,
25:26to the images that you see out the window, and that sort of thing,
25:28and I said that's the way music should be in a movie.
25:36That was the first time I'd ever seen anyone shot.
25:40I don't remember where you ever heard first piece of music.
25:42Yeah, usually piece of music, I remember when I first heard it.
25:45With your mother at the butcher shop?
25:47Yeah, yeah.
25:48And he'll carry those pieces of music around for years,
25:51and then suddenly find exactly the right place for that piece.
26:04Each shot was designed to certain bars of Leila.
26:11We had the music already played on the set,
26:15to get the right rhythm for the movement, or for the length of the scene.
26:20And when I got in the editing room,
26:22then I had to make sure that I was trying to get exactly what he wanted.
26:25He was very specific about how he wanted the music to cut.
26:29Let's try this.
26:31That's really on the way.
26:33Right here.
26:35Restart.
26:36Goodfellas was one of those films that I felt we rode like a horse.
26:42It was so beautifully scripted and shaped by Nick Bledje and Marty
26:48that it had its own energy, it had its own drive,
26:51and as Marty was laying it down, it just had an incredible feeling to it.
26:56So we were sort of riding it and trying to stay on top of it
26:59and stay ahead of it if we could.
27:01But it was so strong, it had such a rhythm.
27:04Oh, you broke that cherry!
27:15The movie has such an effect on people that no one expected.
27:19I mean, it's just such a grip.
27:22What I found in my experience is that there are certain films
27:25that you don't preview, and certainly this is one,
27:28and that's when we got our head handed to us.
27:30When we took this in front of audiences, we got killed.
27:33The audience got really, in some cases, almost violent.
27:38We had maybe 40 walkouts in the first 10 or 15 minutes.
27:42When they were giving their cards back,
27:44they were, like, throwing their cards and writing profanities on them.
27:48The people who saw it from the studio at first,
27:50they could see how incredibly entertaining it was,
27:53what an amazing film it was.
27:55But they were nervous about the drugs.
27:57We had a lot of problems with them on the cut.
27:59They wanted to cut out the violence.
28:01It was terrible, because that's what the movie was about.
28:04So he did have to fight very hard for that,
28:08and it was remarkable to watch him, his courage and his conviction,
28:13and the fact that he just would never give up,
28:15but was very good at explaining
28:17why it was important to retain the material.
28:20And we were able to get the film that Marty had wanted on the screen.
28:25You know, when you're working on something like this,
28:28you're trying to make it as good as you can,
28:30and even in the end, neither of us were still not totally satisfied.
28:34And I remember literally at the opening of the movie,
28:38I think it was at the Ziegfeld or somewhere,
28:40and I'm sitting next to him.
28:42They got us in tuxedos, and we're sitting next to him.
28:44The thing goes up, and then all of a sudden I get this elbow.
28:46He says, I told you, I told you, we should have...
28:48And he started talking about editing,
28:50and we think he was in the editing room.
28:52We said, Marty, Marty, forget it, it's over, it's too late.
28:55And he laughed.
28:57Even watching it on opening night,
28:59there's still things you can tweak and things you can deal with.
29:02I don't think he's ever going to say, I've finally done it, this is perfect.
29:05You'll never hear that from him.
29:07© BF-WATCH TV 2021
29:37© BF-WATCH TV 2021