The story is both shocking and fascinating as we watch these guys work, and there's also an unexpected amount of humor along the way, albeit gallows humor. No one in this crowd seems to have any kind of conscience, and eventually Henry begins to realize that even his closest friends can't be trusted.

It actually isn't very long before audience sympathy for Henry is lost as well. True, he has no desire to kill anyone, but he doesn't mind a pistol-whipping when it seems necessary. And later he becomes a womanizer, cheating on his wife; he turns on his friends to become a heavy-duty drug dealer; and finally finds himself an uncontrollable cokehead.

It's to the credit of Ray Liotta that we never lose our interest in Henry's story, despite what we may feel about him. Liotta is perfect, a charming anti-hero who never stops to think about what he's doing in terms of right or wrong. (Liotta's versatility may be also seen in "Field of Dreams," "Dominick and Eugene" and "Something Wild.")

All of the other performances are knockouts as well, from the restrained supertalent of DeNiro to the dour authority of Sorvino to the feisty no-nonsense Bracco.

But if there is a sure-thing Oscar nomination in the bunch, it's Joe Pesci, whom you may best remember as the goofy witness protected by Danny Glover and Mel Gibson in "Lethal Weapon II" (he was Oscar-nominated in 1980 for Scorsese's "Raging Bull"). Pesci is nothing short of mesmerizing as the organization's wild card; you never know what he's going to do and he is full of sometimes surprises, many of them startlingly violent.

Director Scorsese does an impeccable job of covering all the ground here in a 21/2-hour film that doesn't seem long at all. His view of the gangster world he's exploring is non-judgmental and his eye for detail is amazing.

In addition he offers numerous examples of how to use film devices that are both overworked and used very badly in other movies, such as freezing frames, fluid single-shot camera use and voice-over narrations. (Compare Liotta and Bracco's seamless narration that furthers the plot with the cumbersome intrusions of Jack Nicholson's attempts in "The Two Jakes.") He never uses technique to show off, it always seems integral to what's going on.

And it should be noted that Scorsese's violence here is repellant, starting with the gruesome opening scene. But that's what violence should be. After a summer full of violence played for laughs and gore piled upon gore for no reason other than to gross out the audience, it's disquieting to have to be reminded that violence is not fun.

Rated R for violence, sex and a lot of profanity, "GoodFellas" is a mob picture sure to go down in movie history books as ranking with the best, from "Public Enemy" to "The Godfather."