Behind everyone's back, Henry resourcefully (and recklessly) begins to deal in drugs and supply other inmates in the prison. Even Karen is allowed to smuggle in booze, bread and salami, and drugs in her over-sized coat during visitations without being checked by security. From her point of view as she suspiciously inspects the prison's visitors book, she focuses in on the signature of Janice Rossi and becomes disgruntled: "Nobody's helping me. I am all alone...Even Paulie, since he got out, I never see him. I never see anybody anymore." Cut off, deserted, and without support from his wiseguy friends while in prison, Henry trafficks in drugs through a Pittsburgh connection to help support his family. After four years, Henry is released.

["The Boulevard of Broken Dreams," performed by Tony Bennett.] Their life is restored back to the supportive environment of the wiseguys at a dinner party at Paulie's, although Henry is sternly warned about drug dealing and cocaine trafficking (even though it was considered an acceptable enterprise on the inside):

Just stay away from the garbage, you know what I mean...I'm not talking about what you did inside. You did what you had to do. I'm talking about now. From now, here and now...Don't make a jerk out'a me. Just don't do it.

Henry ignores Paulie's warning about the "heat" that superiors face when underlings are caught "sneakin'" behind their backs "selling junk."

["Gimme Shelter," performed by The Rolling Stones.] On a reflective table, cocaine is being cut with playing cards by Sandy (Debi Mazar), Janice's junkie friend who has started an affair with Henry. And Henry has teamed up again with "wild" Jimmy and "crazy" Tommy. While Jimmy waits to meet with his parole officer in the Department of Probation lobby, Henry shows Tommy and Jimmy a shopping bag full of cash from his lucrative drug deals:

It took me about a week of sneaking around before I could unload the Pittsburgh stuff, but when I did, it was a real score. I started using Sandy's place to mix the stuff and even with Sandy snorting more than she mixed, I could see that this was a really good business. I made twelve thousand dollars in my second week. I had a down payment on my house and things were really rolling. All I had to do was every once in a while was tell Sandy that I loved her. But it was perfect, I'm telling ya. As long as I kept getting the stuff from Pittsburgh, I knew Paulie would never find out. Within a couple of weeks, it got to be so big I needed some help. So I got Jimmy and Tommy to come in with me.

["Wives and Lovers," performed by Jack Jones.] Karen reaps some of the benefits of Henry's windfall. To Morrie Kessler and his wife Belle (Margo Winkler), she shows off her grotesquely-decorated living room with garish wall paper and tasteless furnishings, a white, custom-made leather sofa, and an electronically-operated, modish rock wall that opens up into an entertainment center with TV, hi-fi and bar. An imported, inlaid black table adorns the dining room.

The wiseguys begin masterminding, under Jimmy's guidance, another major heist at the airport that "will make the Air France haul look like god-damn peanuts." It "turned out to be the biggest heist in American history - the Lufthansa heist." Wiseguys involved in the haul include Frankie Carbone, Air France cargo worker Frenchy, Joe Buddha (Clem Caserta), Johnny Roastbeef (John Williams), and Stacks Edwards (Samuel L. Jackson) "was supposed to steal the panel truck and afterwards compact it by a friend of ours out in Jersey." Morrie pesters Jimmy, 'busting his balls' in wiseguy terms, "for an advance on the money we were gonna steal."

["Monkey Man," performed by The Rolling Stones, with the lyrics: "I'm a flea-bit peanut monkey, all my friends are junkies."] Even the Hill's family babysitter Lois Byrd (Welker White) is "working for" Henry by acting as his drug courier, smuggling drugs in from his Pittsburgh, out-of-town connection in a pink baby bag while toting a real baby. From the infant's point of view as it lies on a pink blanket on a bed, the camera looks up at the smiling faces of Karen, Henry, and Lois. Later, Sandy and Henry snort lines of cocaine in her messy apartment where they mix, weigh, and prepare the white powder.

WINS radio in New York reports that the pre-dawn raid at the Lufthansa cargo terminal at Kennedy Airport nets two million dollars according to the FBI, four million according to the Port Authority police, and five million according to the city cops. ["Frosty the Snow Man," performed by the Ronettes.] A Christmas-time party at Robert's Lounge celebrates the recent theft. But things quickly start unraveling when Johnny Roastbeef arrives with his wife (Fran McGee) in a new, hot pink "gorgeous" Cadillac convertible, and Frankie Carbone shows up accompanied by his wife (Marie Michaels) in a pricey, full-length white mink coat. Jimmy, who has instructed everyone to not attract attention and act normal, is tense about their ostentatious, flashy spending without his approval: "Don't buy anything. Don't get anything. Nothing big. Didn't you hear what I said?...you're going to get us all f--kin' pinched, that's why. What are you, stupid?" And Morrie can't stop bothering Jimmy for an advance of five hundred grand. More favored than Morrie, Henry receives "a little taste" of his share for Christmas money - a stack of bills.

["Christmas (Baby Please Come Home)," performed by Darlene Love.] For his own family's Christmas festivities, Henry purchases "the most expensive tree they had," a huge white artificial tree. Like old times, Karen receives a fat wad of bills to buy herself "something nice." A close-up of a purple Christmas ornament on the tree ends the scene, as Henry narrates: "Lufthansa should have been our ultimate score." ["The Bells of St. Mary's," performed by The Drifters.]

The success of the heist goes further awry because Stacks Edwards was careless and didn't dispose of the getaway truck properly. To silence the irresponsible Stacks, Tommy casually executes Stacks as he is putting on his shoes by shooting him in the back of the head. After they leave the apartment, the scene is replayed a second time in slow-motion - from an angle which reveals Tommy's dispassionate and business-like manner during the murder:

Stacks was always crazy. Instead of getting rid of the truck like he was supposed to do, he got stoned, went to his girlfriend's and by the time he woke up the cops had found the truck. It was all over the television. They even said they came up with prints off the wheel. It was just a matter of time before they got to Stacks.

["Unchained Melody," performed by Vito and The Salutations.] Tommy is honored in his gangster's career when told that he is to become an insider by being formally made part of the mob: "They're gonna make him...They opened up the books. Paulie got the okay. Can you believe that? This little guinea bastard...He's gonna get made. We're gonna work for this guy one day. He's gonna be a boss." At the end of his patience, Morrie demands his money from Jimmy - "that cheap cigarette hijacking mick!" ["Danny Boy," written by Frederick E. Weatherly.] And then sings a few lines of an Irish song to half-Irish Henry. ["Sunshine of Your Love," performed by Cream.] Paranoid and a "nervous wreck" with "his mind...going in eight different directions at once," Jimmy decides to "whack" Morrie because he "talks too much" - the frame freezes when Henry realizes the die has been cast: "That's how it happens. That's how fast it takes for a guy to get whacked." That night after a card game, as the wiseguys get in Carbone's car to go to a diner, Tommy jabs an ice pick into the back of Morrie's neck, adding: "I thought he'd never shut the f--k up."

After Morrie, other accomplices involved in the heist are ordered killed by a greedy Jimmy to sever the links between him and the Lufthansa robbery: "Jimmy was cutting every link between himself and the robbery, but it had nothing to do with me. I gave Jimmy the tip and he gave me some Christmas money. From then on, I kept my mouth shut. And I knew Jimmy. He had the cash. It was his. I know he kicked some money upstairs to Paulie, but that was it."

["Layla," the piano bridge performed by Derek and the Dominoes (with Eric Clapton), for one of the film's most memorable montage sequences.] Kids playing under the Brooklyn Bridge discover Johnny Roastbeef and his wife (wearing her fur coat) as the audience does. [A long panning shot starts from under the car at the front grille, then goes up and around to the passenger window, and looks in the glass.] They are left slumped and bloody in the front seat of their new pink Cadillac convertible. A large garbage truck deposits the bodies of Frenchy and Buddha, filmed in slow motion, as they tumble into a dumpster. Frankie Carbone's frozen-stiff body is discovered hanging like a slab of meat on a hook in a refrigerated meat truck:

It made him sick to have to turn money over to the guys who stole it. He'd rather whack 'em. Anyway, what did I care? I wasn't asking for anything and besides, Jimmy was making nice money with me through my Pittsburgh connections. But still, months after the robbery they were finding bodies all over. When they found Carbone in the meat truck, he was frozen so stiff it took them two days to thaw him out for the autopsy.

On the day of the ceremony to "make" Tommy, Jimmy was "so happy." And Tommy, who eagerly anticipates the occasion, is dressed up to "look good." From the sidelines, both Henry and Jimmy realize that they could never accept the highest honor of being accepted into the Mafia - because of their mixed heritage:

You know, we always called each other good fellas. Like you said to, uh, somebody, 'You're gonna like this guy. He's all right. He's a good fella. He's one of us.' You understand? We were good fellas. Wiseguys. But Jimmy and I could never be made because we had Irish blood. It didn't even matter that my mother was Sicilian. To become a member of a crew you've got to be one hundred per cent Italian so they can trace all your relatives back to the old country. See, it's the highest honor they can give you. It means you belong to a family and crew. It means that nobody can f--k around with you. It also means you could f--k around with anybody just as long as they aren't also a member. It's like a license to steal. It's a license to do anything. As far as Jimmy was concerned with Tommy being made, it was like we were all being made. We would now have one of our own as a member.

But when Tommy is ushered into an empty room to take a blood oath into the upper echelons of the family, and the camera takes his point of view, he is suddenly shocked and senses his days are over - he is shot in the back of the head as he speaks his last words. An overhead shot captures his body falling to the floor with blood oozing out. The cohesiveness and stature of their 'goodfellas' world crumbles with Tommy's execution, retaliation for whacking Batts without the syndicate's permission - Jimmy reacts with frustration, little-boy sobs, and displaced anger as he kicks over the diner's outdoor phone booth after hearing the news:

It was revenge for Billy Batts, and a lot of other things. And there was nothing that we could do about it. Batts was a made man and Tommy wasn't. And we had to sit still and take it. It was among the Italians. It was real greaseball s--t. They even shot Tommy in the face so his mother couldn't give him an open coffin at the funeral.

["Jump Into the Fire," performed by Harry Nilsson.]

Sunday, May 11th, 1980, 6:55 am. In the film's last major sequence, the only one that is precisely timed, it is a frenetic, increasingly sped-up, exhilarating sequence in which a coked-up, messed-up, paranoid, red-eyed Henry must juggle equally-intense, multiple responsibilities and commitments on one particularly feverish day, while helicopter surveillance circles above and watches his every move. In the early morning, he leaves his driveway with a delivery of ill-fitting gun silencers to Jimmy's place - the guns are rejected and he is berated: "And stop with the f--king drugs. They're making your mind into mush." ["Memo from Turner," performed by The Rolling Stones.] 8:05 am. A highway accident and traffic jam delay Henry on the way to the hospital. ["Magic Bus," performed by The Who.] He narrowly avoids having a rear-end collision in a heavy traffic jam. 8:45 am. After a late arrival at the hospital, a doctor thinks that he is sick, and forces him to have a quick check-up of his blood pressure: "He took mercy on me. He gave me 10 grams of Valium and sent me home." (Now, Henry has both cocaine and a barbiturate in his system.) He dutifully shuttles his crippled brother Michael in a wheel-chair to the car and back to his house, where he plans to pick up Karen. 11:30 am. In the kitchen of his house, family members are recruited to help chop ingredients for the lavish dinner, as Henry obsessively watches the clock:

I had to start braising the beef, pork butt and veal shanks for the tomato sauce. It was Michael's favorite. I was making ziti with the meat gravy and I'm planning to roast some peppers over the flames and I was gonna put on some string beans with some olive oil and garlic, and I had some beautiful cutlets that were cut just right, that I was going to fry up before dinner just as an appetizer. So I was home for about an hour. Now my plan was to start the dinner early so Karen and I could unload the guns that Jimmy didn't want, and then get the package for Lois to take to Atlanta for her trip later that night.

Michael has to keep stirring the sauce on the stove as Henry also prepares for a drug pick-up and delivery to customers through babysitter Lois. ["Monkey Man," (reprise), performed by The Rolling Stones.] Karen and Henry drive to her mother's house, where they stash the guns in the garage's garbage cans. 12:30 pm. ["What is Life," performed by George Harrison.] Suspicious that they are being followed, Henry and Karen hide out at a shopping mall on Long Island to divert the helicopter. 1:30 pm. They leave the mall, return to her mother's place, pick up the guns and at 3:30 pm, deal the guns and score drugs at a motel apartment:

My plan was I had to get home and get the package ready for Lois to take on her trip. Also, I had to get to Sandy's house to give the package a whack with quinine. Plus I knew Sandy was gonna get on my ass. Then I had the cooking to finish at home, and I had to get Lois ready for her trip.

Henry is obsessed that his phone may be tapped. But instead of calling from a phone outside of the house, Lois carelessly calls from the house - the frame freezes on the act which ultimately dooms the drug-abusing Henry: "Now if anybody was listening they'd know everything. They'd know that a package was leaving from my house, and they'd even have the time and the flight number thanks to her."

6:30 pm. "As soon as I got home I started cooking. I had a few hours until Lois' flight. I told my brother to keep an eye on the stove. All day long the poor guy's been watching helicopters and tomato sauce. You see I had to drive over to Sandy's place, mix the stuff once and then get back to the gravy." 8:30 pm. ["Mannish Boy," performed by Muddy Waters.] In Sandy's apartment that evening, he mixes the heroin with quinine and takes a few snorts - a closeup shows his bloodshot eyes and reddened nostrils. [The slow-paced Muddy Waters song reflects how the heroin calms him, but only momentarily, during the whole frenetic sequence.] Then, he quickly appeases her with an affectionate and lingering hug and kiss, and splits abruptly to rush home to a Hill family dinner - which finishes at 10:45 pm. Lois insists that she must be driven to her home in Rockaway to get her "lucky hat" before leaving for the airport: "I won't fly without it." [A fast percussive beat on the soundtrack parallels Henry's rapid heartbeat.] Henry stashes the heroin in the kitchen cupboard, and then as he begins pulling out of the driveway, he is arrested by narcotics cops - with a gun to the head. [The beat dies down, after he is told to "shut the car off slowly." From here on, until "My Way" at the film's conclusion, the musical soundtrack ceases]:

(Henry's voice-over) For a second, I thought I was dead, but when I heard all the noise I knew they were cops. Only cops talk that way. If they had been wiseguys, I wouldn't have heard a thing. I would've been dead.

Panicking with cops about to enter the house, Karen seizes the heroin in the cupboard, runs frantically into an upstairs bathroom, and flushes it down the toilet. And then she jams a big gun into the front of her satiny bikini panties.

The Aftermath: Henry is questioned in an FBI Office, where he learns narcs in the helicopters were following him for drug possession: "They'd been on me a month. Phone taps. Surveillance. Everything." Lois, Sandy, and his drug contacts are also arrested, and Henry is threatened with "twenty-five-to-life." Henry's major concern in jail is to "straighten everything with Paulie, or else I'm dead...They're all afraid I'm gonna rat them out. People are already walking away from me. I'm dead in here." He is released on bail when Karen's mother puts her house up for bail. His main fear is treachery from Paulie, now that he has become a dangerous liability to the other criminal wiseguys:

I knew Paulie was still pissed at me and he's such a hot head. And I was worried about Jimmy. See, Jimmy knew if Paulie found out he was in the drug deals with me, Paulie would have Jimmy whacked even before me. This is the bad time...So now my plan was to stay alive long enough to sell off the dope that the cops never found and then disappear for a while until I can get things straightened out.

Because Karen had flushed the dope worth sixty thousand dollars down the toilet - ("that's all the money that we had"), the beleaguered couple break down - exhausted and beaten in each other's arms in the corner of their dining room. In his final meeting with Paulie as the mobster cooks sizzling sausages in a frying pan, Henry is given - for the last time - "thirty-two hundred bucks for a lifetime. It wasn't even enough to pay for the coffin." To help ease their predicament, Karen visits with Jimmy in his jukebox/pinball machine warehouse and is graciously given some money. Then, he encourages her to walk down the sidewalk to another storefront on the streetcorner to pick out some stolen Dior dresses for herself. In the tense, discomforting, suspense-laden scene, when she reaches the entrance, she anxiously looks inside. Suddenly, she is scared off by her uncertainty, paranoid distrust, the sight of dark figures, and the thought that she is being set up. [Was she set up to be killed? The film remains ambiguous on that question.] She shouts some excuses to Jimmy about being in a hurry, and flees back to Henry for refuge. Henry, with gun in hand, is panicked when she returns, thinking she might have been killed. She tells him that she "just got scared" - and couldn't complete her task. Henry's paranoia has spread to her too.

If you're part of a crew, nobody ever tells you that they're going to kill you. It doesn't happen that way. There weren't any arguments or curses like in the movies. So your murderers come with smiles. They come as your friends, the people who have cared for you all of your life, and they always seem to come at a time when you're at your weakest and most in need of their help.

In the end, Henry meets one last time in the window booth at the diner to talk about his options with Jimmy. [An innovative camera technique brilliantly illustrates Henry's claustrophobic fear and paranoia. A smash-zoom gives the illusionary effect of the background outside the diner closing in on the foreground inside the diner. This effect was famously used in Hitchcock's Vertigo (1958), and in Spielberg's Jaws (1975).]

So I met Jimmy in a crowded place we both knew. I got there fifteen minutes early, and I saw that Jimmy was already there. We took the booth near the window so we could see everyone that drove up to the restaurant. He wanted to make sure I wasn't tailed. He was jumpy. He hadn't touched a thing. On the surface, of course, everything was supposed to be fine. We were supposed to be discussing my case. But I had the feeling Jimmy was trying to sense whether I was gonna rat him out to save my neck.

Again, Jimmy is calm, friendly, and gracious, but Henry is now untrusting and reads through his friend's cold-blooded, duplicitous, deceitfully-ruthless demeanor. When Jimmy proposes that Henry travel to Florida to "do a hit with Anthony," the frame freezes on closeups of both of their faces - as Henry ponders: "Jimmy had never asked me to whack somebody before. But now he's asking me to go down to Florida and do a hit with Anthony. That's when I knew I would never have come back from Florida alive." [The scene closes with a second zoom, now moving the opposite way - the camera tracks back from the characters sitting at the table.]

In an FBI office, agent Edward McDonald (a former US attorney playing himself) interviews Henry and Karen about their options in the federal witness protection program. Henry negotiates: "I don't want to go any place that's cold." Parental contact is forbidden except under "some extraordinary set of circumstances." The agent convinces a reluctant Karen that she has no other option than to enter the program and join her husband:

If it's gonna make him a happy witness, a better witness, I'd like you to be with him...They're not gonna be able to get to him. The only way they can get to him is by getting to you. Or getting to your kids...Karen, I've listened to those wiretaps. And I've heard you on the telephone. You're talkin' about cocaine. Conversation after conversation you're talking to Henry on the phone. You're facing a lengthy prison sentence.

The interrogation/interview scene is cross-cut with arrest scenes as both Jimmy and Paulie are arrested by FBI agents in a big gangland sweep after Henry testifies against them. The agent affirms that Henry is a "dead man" unless he joins the witness protection program. The government will now protect Henry's and Karen's survival, according to the agent: "We're basically your only salvation. We're gonna save your life, we're gonna save his life. I'm gonna keep you out of jail."

In the courtroom, the spineless Henry ultimately decides to point out ("rat") his lifelong associates and goodfellas, and thereby breaks the sacred code of honor that he was taught by Jimmy in his youth. On the stand, Henry reflects (in voice-over), somewhat regretfully, on how crime as a goodfella did pay - for a while:

See, the hardest thing for me was leaving the life. I still love the life. And we were treated like movie stars with muscle. We had it all, just for the asking. Our wives, mothers, kids, everybody rode along. I had paper bags filled with jewelry stashed in the kitchen. I had a sugar bowl full of coke next to the bed...Anything I wanted was a phone call away. Free cars. The keys to a dozen hideout flats all over the city. I'd bet twenty, thirty grand over a weekend and then I'd either blow the winnings in a week or go to the sharks to pay back the bookies.

Henry speaks directly to the camera as he leaves the witness stand, to nostalgically summarize how "it's all over":

Didn't matter. It didn't mean anything. When I was broke I would go out and rob some more. We ran everything. We paid off cops. We paid off lawyers. We paid off judges. Everybody had their hands out. Everything was for the taking. And now it's all over. And that's the hardest part.

Now to the point of exile and fall, he doesn't agonize over betraying his buddies, but mourns over his imprisonment in the anonymous, mainstream culture. After being inducted into the protection program and losing his high-rolling lifestyle, Henry is banished and placed in a suburban, midwestern town in a new tract home development. His law-abiding life is suburbanized, homogenized, and normalized. He appears at his front door in a blue bathrobe and bends down to pick up the morning paper:

And that's the hardest part. Today, everything is different. There's no action. I have to wait around like everyone else. Can't even get decent food. Right after I got here I ordered some spaghetti with marinara sauce and I got egg noodles and ketchup. (He stares directly at the camera.) I'm an average nobody. I get to live the rest of my life like a schnook.

["My Way," the Frank Sinatra classic song performed by Sid Vicious, significantly begins with the words, "Regrets, I've had a few..."] In a medium closeup, Tommy (an image in Henry's mind, in a rhetorical flashback to the criminal life) fires his gun six times point-blank at the camera [visual homage to a scene in the silent film The Great Train Robbery (1903)] - and at Henry, as he turns and enters back into the house and shuts the door - with an echoing bang (it's the sound of a jail cell door being closed -- a subtle auditory clue).

The postscript to the film is presented on four screens, with white text on a black background:

• Henry Hill is still in the Witness Protection Program. In 1987 he was arrested in Seattle, Washington for narcotics conspiracy and he received 5 years probation. Since 1987 he has been clean. [The real-life Henry Hill was relocated to Redmond, WA where he ran an Italian restaurant. After the film's release, he was relocated again. Henry Hill - and former FBI agent Edward McDonald - also provided some of the commentary on a two-disc special edition DVD release, in a segment titled Cop and Crook.]
• In 1989, Henry and Karen Hill separated after 25 years of marriage.
• Paul Cicero died in 1988 in Fort Worth Federal Prison of respiratory illness. He was 73.
• Jimmy Conway is currently serving a 20-years-to life sentence for murder in a New York State prison. He will not be eligible for parole until 2004 when he will be 78 years old. [Conway's character was based upon real-life mobster Jimmy Burke, who died in 1996 in prison of lung cancer.]