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.

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."