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The film originated with New York crime reporter Nicholas Pileggi's book "Wiseguy", which was read before publication by Martin Scorsese. According to Pileggi, Scorsese cold-called the writer and told him "I've been waiting for this book my entire life." To which Pileggi replied "I've been waiting for this phone call my entire life." Scorsese and Pileggi collaborated on the screenplay, although much of the film's eventual dialogue would be improvised by the actors. Scorsese originally intended to direct the film before The Last Temptation of Christ, but when funds materialized to make Last Temptation, Scorsese decided to postpone "Wiseguy", now GoodFellas, due to a recent film and television show of the same name. The film was shot in 1989 in New York City and starred several of Scorsese's regular actors, such as Robert DeNiro and Joe Pesci. Scorsese's mother, Catherine, also put in a memorable cameo appearance. The studio was initially nervous about the film due to its strong violence and language. The film reportedly received the worst preview response in the studio's history. Scorsese has said that "the numbers were so low it was funny." Despite this unnerving initial reception, Scorsese's film was released in the director's original cut and the massively positive critical response to it cemented Scorsese's reputation as America's foremost filmmaker. The film has been seen by many critics as a comeback film for the director after a difficult decade in the blockbuster obsessed Hollywood of the 1980s. Scorsese's loss of the Best Director Oscar to Kevin Costner was bemoaned by many as a repeat of the injustice Scorsese suffered in 1980, when he lost the Oscar for directing Raging Bull to Robert Redford. Scorsese has remained philosophical about his Oscar losses, saying "we're lucky we even get to make movies anymore."

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