Be warned up front, "GoodFellas" is a rough movie, a hard R-rated insider's look at one New York mobster's life over a 30-year period. The violence is brutal and not the least bit glamorized, there's not a single sympathetic character in the cast and you won't find any of the bigger-than-life operatic overtones of the two "Godfather" movies.

Martin Scorsese, who has given us such other gritty slices of life as "Taxi Driver" and "Raging Bull," is at the peak of his form adapting Nicholas Pileggi's book "Wiseguy" to tell the true story of Henry Hill, who is now a member of the federal witness protection program.

Hill, played to perfection by Ray Liotta as an adult and Christopher Serrone as a youth, begins his story in the 1950s as young Henry observes the "wiseguys," the "goodfellas," the gangsters in his Little Italy neighborhood and longs to be one of them.

Theirs is the good life, Henry decides, with no hassles from local cops because they're paid off and no grief from outsiders since everyone is afraid of them. Besides, you can always get a good table at the Copacabana or park in front of a fire hydrant and not worry about getting a ticket. And there's always plenty of cash in your pocket.

Of course, there's much more to this life of crime than Henry imagines. In the film's early stages Henry gains our sympathy as he slowly ingratiates himself among these neighborhood mobsters and they use him as a gofer. Gradually, he climbs the ranks and eventually becomes one of them, though he's always a mid-level "family" member.

In higher ranks are Jimmy Conway (Robert DeNiro), a hitman who is feared and respected in the organization; the volatile Tommy DeVito (Joe Pesci), a loose cannon who may make you laugh one minute and blow your head off the next; and Paul Cicero (Paul Sorvino), the local kingpin, who lets others do his dirty work and to whom respect must always be paid.

Henry also has a tumultuous relationship with a Jewish girl (Lorraine Bracco), whom he eventually marries. She is at first seduced by his lifestyle, not sure of what he really does for a living, and later finds herself an active participant in Henry's wheeling and dealing.

People are killed, or "whacked," for various reasons. It might be that they are enemies who cause the problems, they might be innocent outsiders in the wrong place at the wrong time or they might be friends or relatives who have become tiresome. Maybe they want their share in a big stake and the fellow with the money is too greedy. Or they might have pulled one deceitful trick too many and are finally forced to pay.