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Goodfellas (also styled GoodFellas) is a semi-fictional crime drama film directed by Martin Scorsese. It is based on the non-fiction book Wiseguy by Nicholas Pileggi, who also co-wrote the screenplay for the film with Scorsese. The film follows the rise and fall of three gangsters, spanning three decades.

Scorsese originally intended to direct Goodfellas before The Last Temptation of Christ but, when funds materialized to make Last Temptation, he postponed what was then known as Wise Guy. The title of Pileggi's book had already been used for a TV series and for Brian De Palma's 1986 comedy Wise Guys, so Pileggi and Scorsese changed the name of their film to Goodfellas. To prepare for their roles in the film, Robert De Niro, Joe Pesci, and Ray Liotta talked often with Pileggi, who shared with the actors research material that had been left over from writing the book. According to Pesci, improvisation and ad-libbing came out of rehearsals where Scorsese gave the actors freedom to do whatever they wanted. The director made transcripts of these sessions, took the lines that the actors came up with that he liked best, and put them into a revised script the cast worked from during principal photography.