Tonight: Robert DeNiro, Ray Liotta and Joe Pesci in Martin Scorcese’s Goodfellas.

Goodfellas is based on a non-fiction book, Wiseguy, by crime reporter Nicholas Pileggi, who also wrote the screenplay with Scorcese, on the true story of the rise and fall of three New York gangsters.

Martin Scorcese had never intended to make another mob movie until he read a review of Wiseguy. He read the book while he was working on The Color of Money in 1986.

He had always been fascinated by the mob lifestyle and was drawn into the Pileggi book because it was the most honest portrayal of gangsters he had ever read.

According to Pileggi, Scorcese called the writer cold, without further introduction, and said, “I’ve been waiting for this book my entire life.”

To which, Pileggi replied, “I’ve been waiting for this phone call all my life.”

Scorcese originally intended to call the film Wiseguy, but the title of the book had already been used for a TV series and for Brian DePalma’s 1986 comedy Wise Guys so Scorcese changed the name to Goodfellas.

Ray Liotta’s character, Henry Hill, was based on a gangster whose real name was Henry Hill. The film ends with titles explaining that Hill has been clean since 1987.

Robert DeNiro’s character, Jimmy Conway, is based on a gangster named Jimmy Burke, who was actually born James Conway.

Jimmy was serving a 20-year-to-life sentence in a New York State prison and would have been eligible for parole in 2004, but died of lung cancer in 1996.

DeNiro’s role was originally offered to Al Pacino, who turned it down because he didn’t want to be typecast as a gangster.

Once DeNiro agreed to play Conway, Scorcese was able to secure the money he needed to make the film.

The director cast Ray Liotta after DeNiro saw him in Jonathan Demme’s “Something Wild” and Scorcese was surprised by “his explosive energy” in that film.

Liotta auditioned for the role and campaigned aggressively for it, but the studio wanted a bigger name.

“I think they would’ve rather had Eddie Murphy than me,” the actor said.

Joe Pesci’s character, Tommy DeVito, is based on a mobster named Tommy DeSimone. And Paul Sorvino’s role, Paul Cicero, was an actual Lucchese gangster, Paul Vario.

The Sorvino character died in Fort Worth Federal Prison of respiratory illness in 1988, at the age of 73.

Scorcese saw Goodfellas as the third film in an unplanned trilogy that examined the lives of Italian Americans “from slightly different angles.”

He has often described the film as “a mob home movie” that is about money, because that’s what they’re really in business for.

He wanted to do the voice-over like the opening of Jules and Jim and use “all the basic tricks of the New Wave from around 1961.

Two weeks prior to filming, the real Henry Hill was paid $480,000.

The film was shot on location in Queens, New York, New Jersey and parts of Long Island during the spring and summer of 1989, on a budget of $25 million.

The word “fuck” is used 296 times in the film, for an average of 2.04 fucks per minute. About half of them are said by Joe Pesci.

In the scene where Henry and Karen Hill are negotiating to enter the Witness Protection Program, former U.S. Attorney Edward McDonald plays himself, reenacting what he did in real life.

According to the real Henry Hill, whose life was the basis for the book and film, Joe Pesci’s portrayal of Tommy DeVito was 90 to 98% accurate, with one notable exception. The real Tommy DeVito was a massively built, imposing man, in contrast to Pesci’s diminutive size.

The long tracking shot that ends with Henny Youngman performing had to be filmed several times because Youngman kept forgetting his lines.

Goodfellas was released on September 21, 1990.

The studio was initially nervous about the film because of its extreme violence and language. The picture reportedly received the worst preview response in the studio’s history.

Scorcese said that “the numbers were so low it was funny.” Nevertheless, the film was released without alteration to overwhelming critical acclaim, cementing Scorcese’s reputation as America’s foremost filmmaker.

In his review for the N.Y. Times, Vincent Canby wrote: “More than any earlier Scorcese film, Goodfellas is memorable for the ensemble nature of the performances… The movie has been beautifully cast from the leading roles to the bits.”

USA Today gave the film four out of four stars and called it, “great cinema–and also a whopping good time.”

Newsweek proclaimed: “Every crisp minute of this long, teeming movie vibrates with outlaw energy.”

After the premiere, Henry Hill was kicked out of the Witness Protection Program. Due to the movie’s popularity, Hill went around telling everyone his true identity, prompting the government to remove him from the program.

William Fugazy, of the National Ethnic Coalition, a major watchdog group on ethnic injustice, called for a boycott of the film and wanted Warner Bros. to ban it.

“It’s the worst stereotyping, the worst portrayal of the Italian community I’ve ever seen. Far worse than The Godfather. One killing after another,” he said.

Scorcese responded to this criticism saying, “As author Nick Pileggi always points out, there are 18 to 20 million Italian-Americans. Out of that, there are only 4,000 alleged organized crime members. But, as Nick says, they cast a very long shadow.”

Goodfellas earned $46.8 million in its initial release and six Academy Award nominations. Best Picture, Best Director, Joe Pesci for Best Actor in a Supporting Role, Lorraine Bracco for Best Supporting Actress, Scorcese and Pileggi for Best Adapted Screenplay and Thelma Schoolmaker for Best Editing.

Joe Pesci took home the Oscar for Best Supporting Actor.

Goodfellas was also nominated for five Golden Globes for Best Picture, Best Director, Best Supporting Actor, Best Supporting Actress and Best Screenplay.

Goodfellas is ranked #92 on the AFI list of 100 Best Films of the Century.

In June 2008, the AFI revealed its “10 Top 10–the best 10 films in 10 ‘classic’ American genres”–after polling over 1,500 people in the creative community, Goodfellas was ranked second best in the gangster film genre–after The Godfather.

So now–from 1990—

Martin Scorcese classic