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KELLY MCEVERS, HOST:

On this show, we've been asking filmmakers about the movies they never get tired of watching, including this one from the writer/director of "Blue Valentine."

(SOUNDBITE OF MOVIE, "GOODFELLAS")

RAY LIOTTA: (as Henry Hill) As far back as I can remember, I always wanted to be a gangster.

DEREK CIANFRANCE: My name is Derek Cianfrance, filmmaker. The movie I could watch a million times is "GoodFellas," directed by Martin Scorcese, written by Nicholas Pileggi, starring Ray Liotta, Robert De Niro, Joe Pesci, Lorraine Bracco and Paul Sorvino.

(SOUNDBITE OF SONG, "RAGS TO RICHES")

TONY BENNETT: (Singing) I know I'd go from rags to riches.

CIANFRANCE: I saw "GoodFellas" on - when it opened in September of 1990. I was 16 years old. I saw it in the movie theater. I was absolutely floored by it. It felt like the best movie I'd ever seen. It had the best performances.

(SOUNDBITE OF MOVIE, "GOODFELLAS")

LIOTTA: (as Henry Hill) You're funny.

JOE PESCI: (as Tommy DeVito) I'm funny how? I mean, funny like I'm a clown? I amuse you?

CIANFRANCE: It had the best use of music and period music, you know? No real score. I mean, Scorcese used the "Layla" piano, you know, altro, you know, for like, kind of the recurring theme in the film.

(SOUNDBITE OF SONG, "LAYLA")

CIANFRANCE: It was just a perfect movie. And I returned to see it about 30 times in the theater that year.

(SOUNDBITE OF SONG, "HE'S SURE THE BOY I LOVE")

THE CRYSTALS: (Singing) I always dreamed the boy I loved would come along.

CIANFRANCE: You know, flash forward to like, March 1991, the Academy Awards, I couldn't believe that "Dances with Wolves" was winning the Best Picture over "GoodFellas." I mean, to this day, does anyone really think that "Dances with Wolves" is a better movie than "GoodFellas?" I certainly don't.

(SOUNDBITE OF MOVIE, "GOODFELLAS")

LIOTTA: (as Henry Hill) To me, being a gangster was better than being president of the United States.

CIANFRANCE: This is the story of, you know, this guy's life, Henry Hill, who kind of became this mobster.

(SOUNDBITE OF MOVIE, "GOODFELLAS")

LIOTTA: (as Henry Hill) To me, it meant being somebody in the neighborhood that was full of nobodies. They weren't like anybody else. I mean, they did whatever they wanted. They double parked in front of a hydrant, and nobody ever gave them a ticket. In the summer, when they played cards all night, nobody ever called the cops.

CIANFRANCE: You know, with such an amazing central performance from Ray Liotta.

(SOUNDBITE OF MOVIE, "GOODFELLAS")

LIOTTA: (as Henry Hill) For a second, I thought I was dead. But when I heard all the noise, I knew they were cops. Only cops talk that way.

(SOUNDBITE OF SONG, "SUNSHINE OF YOUR LOVE")

CIANFRANCE: One of my favorite moments is the slow-motion moment where Robert De Niro is just sitting at the edge of a bar and Scorcese plays "Sunshine of Your Love" by Cream. It's a silent moment with a character and the soundtrack speaking for him.

(SOUNDBITE OF SONG, "SUNSHINE OF YOUR LOVE")

CREAM: (Singing) It's gettin' near dawn, when lights close their tired eyes.

CIANFRANCE: There's not a false note in the film. You know, as a filmmaker, as a film lover, it's a film to aspire to make. And I'm just so thankful that Scorcese made it, and it's out there in the world. And, you know, it's like a friend of mine.

(SOUNDBITE OF MOVIE, "GOODFELLAS")

LIOTTA: (as Henry Hill) You know, we always called each other good fellas. Like you'd say to somebody, you're going to like this guy. He's all right. He's a good fella. He's one of us. You understand?

CIANFRANCE: I can watch it and feel like I'm visiting an old pal.

(SOUNDBITE OF MUSIC)

MCEVERS: That's writer/director, Derek Cianfrance, talking about the movie he could watch a million times, Martin's Scorcese's "GoodFellas." Cianfrance's new film, "The Place Beyond the Pines," is currently in theaters.

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