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December 13, 2022

Breaking Down Goodfellas Using the Three Act Structure

Martin Scorcese is one of the greatest filmmakers of all time. And Goodfellas is probably one of his best pictures sitting alongside Casino and the Wolf of Wall Street. Directed by auteur director Scorcese in 1990, it remains a classic in the crime genre with an even wider appeal.

In this blog, we’re going to break down the plot into a three-act structure and try to get under the hood of Goodfellas to find out why it makes for such compelling viewing. We’ll also let you know where to watch Goodfellas so you can follow along with a pen and paper. 

What is Goodfellas all about? 

Goodfellas is a film about American-Italian mafia families in the 1950s, a particular interest of Scorcese’s that he returns to in his Netflix debut The Irishman. 

The all star cast of Goodfellas, dressed up in sharp looking suits set against a red background.
Goodfellas features an all-star cast and delves into the world of masculinity.

The film follows the life of Henry Hill, J.r a real-life gangster, and how he became embroiled in the mafia in the early 1950s. 

What are the main themes in Goodfellas?

Honour, masculinity, and the importance of family are all themes integral to Goodfellas. A central question is to what extent you should sacrifice your freedom or your integrity for your group identity, in this case, the Mafia’s code of honor? 

Goodfellas is also a generational tale showing how a young person can be inducted into the Mafia and unpicking what is alluring about it.

We see how you start off as a fence - someone who buys stolen goods - as Henry does and then work your way up the ladder. 

Where to watch Goodfellas

As well as being available on DVD and Blu-Ray, Goodfellas is available to stream on Netflix as of October 2022.

Since the film is a classic you can also check local art house cinemas or Facebook events to see if there is a screening near you. Watching or re-watching the film after you’ve read this blog can be a great way to improve your understanding of plot and structure.

Who are the main characters in Goodfellas

Let’s break down the main characters in Goodfellas and the roles they play. 

Henry Hill (Liotta) looks on as an all powerful DeVito (Pesci) looks into the camera.
Ray Liotta as protagonist Henry Hill and Joe Pesci as the tempestuous Tommy DeVito.

Henry Hill (Ray Liotta)

As a teenager, Henry Hill starts working for Paulie Cicero and the higher-up heavy man Jimmy Conway. The lifestyle Henry leads gives him access to women in nightclubs and casino halls. He marries Karen, who disapproves of his criminal activities. 

Jimmy Conway (Robert di Nero)

Jimmy is a heavy man involved in more serious crimes including the raid of 6 million dollars of cash and valuables at J.F. Kennedy airport in the 1960s. 

Tommy DeVito (Joe Pesci)

Tommy is a fellow youth and ranks about the same as Henry in Mafia, tasked at first with more menial jobs before being trusted to carry out more serious crimes. 

Billy Batts (Frank Vincent) 

Billy Batts is a low-level convict, recently released from jail. He slanders Tommy and is murdered by Tommy and Jimmy whilst Henry watches on. Henry helps Jimmy and Tommy bury the body. 

Breaking down Goodfellas using a three-act structure 

We can analyze Goodfellas from a three-act structure. Let’s dive in. 

Act I


It’s 1955. Wanting meaning in his life and the chance to become a strong Alpha male, Henry Hill joins the local crime gang in Brooklyn


Henry fits in well with the Mafia and meets characters who become important to him throughout his life including Jimmy "the Gent" Conway and Tommy DeVito. 


Henry meets Karen at a nightclub who he later marries. She is drawn to him because of his seemingly glamorous lifestyle. But she doesn’t realize the dark side of being in the Mafia, something that will unravel for Henry throughout his life. 


Karen disapproves of Henry’s lifestyle as she realizes that Henry is more deeply involved in the mafia than she first thought. They argue. 

Act II

Crossing the threshold

It’s 1970. Billy Batts, a low-level gangster from a rival family has been released from prison. When he slanders Tommy in public, Tommy, with Jimmy’s help beats him to death. Henry witnesses this and when he helps bury the body, he has now crossed the threshold into a hardened criminal. 

B-story character

By 1974 Karen realizes Henry is having an affair. She threatens him with a gun and Henry reluctantly moves out. 

Fun and games

Jimmy and Henry go to collect a debt from a gambler in Tampa, Florida. They bond along the way and Henry decides to get back with Karen. 


Jimmy and Henry are arrested as it turns out an FBI informant was involved in the disappearance. They are sentenced to 10 years in jail but when they are released Jimmy organizes a big heist at J.F.K Airport. 

Some of the crew ignore Jimmy’s instructions and succumb to greed, buying lavish items with the stolen money. Jimmy brutally has them all murdered though Tommy and Henry survive. 

External to internal

Scorcese appears to omit this beat. 

All Is lost

It’s 1979. Tommy is murdered after being tricked into believing he will become a made man - a full member of the Mafia. 

Dark night of the soul

Henry develops a drug habit that gets out of control. He goes on another drug raid only to be caught by the FBI. Karen flushes any remaining drugs down the toilet to avoid being caught red-handed and the couple now has no money. 

He is so out of control that Henry realizes Jimmy is going to kill him; his closest allies in the mafia have abandoned him and Herny realizes he has nothing to lose. 


The fix

Henry testifies in court bringing down Jimmy and Paulie. He is forced to enter a witness protection program to avoid being killed. 


Henry is forced to live a normal life, which he resents, in a pedestrian town in America, away from the Mafia. 

Closing image

The end titles reveal that Henry was arrested for narcotics again in 1987, Karen has left him Paulie has since died and Jimmy is serving a 20-year prison service. 

What can we learn from Goodfellas characters and plot? 

Goodfellas highlights one young man’s desire to be part of a community - but the wrong community. Slowly, through the course of the plot, we see Henry led astray until there is no turning back. 

Ultimately, the all is lost and dark night of the soul moments are key turning points in the film as Henry realizes he has no way back but to betray his former mafia bosses and the police or they will give him. Loyalty to the Mafia becomes more important than loyalty to friends. 

When you’re writing your script think about the major turning points for your characters.

Consider what external events create internal conflict within your characters. The relationship between external and internal conflict is integral to good drama. 

Be sure to download Arc Studio today, industry-leading software that can take you from the first draft to pitching to Netflix. 


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Breaking Down Goodfellas Using the Three Act Structure
Harry Verity

Harry is a professional writer. His first novel The Talk Show was published in the U.S and the U.K by Bloodhound Books in 2021 and he is currently working on adapting it for screen using Arc Studio. He's also written for Media Magazine - a UK magazine for students of A-level Film, Media and Television Studies. His journalism has appeared in The Guardian, Readers' Digest and Newsweek, amongst many other publications. He has just finished his second novel for young adults, set in a boarding school. He holds a BA in English from Loughborough University.

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