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Songs of Love and Hate: “Layla” and Martin Scorsese’s ‘Goodfellas’

Unpacking one of the legendary director’s most pitch-perfect music cues, and the way Scorsese’s tale of corruption among the corrupt is perfectly soundtracked by the Derek and the Dominos classic

Warner Bros./Ringer illustration

Ahead of Goodfellas turning 30 on Saturday, The Ringer looks back on the moments that define the movie in all of its complex, violent, darkly comedic glory.


Martin Scorsese is by any conceivable metric a filmmaker of towering influence, arguably the single most imitated visual artist of the past 50 years. Since emerging in the late 1960s, his trajectory has been one of near constant visual and narrative advances, creating in the process a unique cinematic vernacular equal to that of any director before or since. And no single element of his filmmaking is emulated more than his visionary use of music: think of Robert De Niro capering into the public consciousness to the sound of the Stones’ “Jumpin’ Jack Flash” in Mean Streets or Nick Nolte’s half-deranged abstract artist action painting to Procol Harum’s “A Whiter Shade of Pale” in Life Lessons or Tom Cruise’s vaguely effete cavorting to Warren Zevon’s “Werewolves of London” in The Color of Money. These are instances when technical virtuosity combines with pitch-perfect song choice to create iconic moments which both move the story along and elicit emotion on a near-operatic scale.

The number of memorable sequences executed by subsequent generations of directors paying homage to Scorsese is far too long to enumerate, but any list would include Paul Thomas Anderson turning the screws on the audience tension-wise to the sound of soft rock in Boogie Nights, Rick Dalton and Cliff Booth arriving back in a fraught, hot L.A. summer to the beat of the Stones’ “Out of Time” in Quentin Tarantino’s Once Upon a Time … in Hollywood, the murderous, Who-soundtracked vendetta between Bill Murray and Jason Schwartzman in Wes Anderson’s Rushmore, and the haunting final moments of The Sopranos when Tony sits down to a family dinner one last time while Journey plays on the jukebox. That’s a pretty fair swath of some of the most canonical scenes in the past two and a half decades. None of them would have been thinkable without Scorsese.

Goodfellas, the 1990 gangster epic which turns 30 this week, is as persuasive a shorthand as any when discussing Scorsese’s particular genius. It’s a film which can credibly be described as taking the themes of The Godfather to their logical conclusion while inventing The Sopranos on the fly. Its deep dive into the ecosystem of the New York mafia in the 1960s and ’70s depicts an underworld becoming gradually more corrupted in rough lockstep with America itself.

Subsumed by excess, disloyalty, and runaway appetites, it mirrors the manner in which Nixon’s petty crimes yielded to the exploitative gambits of Reaganomics and finally metastasized into whatever one calls the hybrid-caste-system-cum-stock-market-fetish-cult we exist in currently.

Perhaps best of all, Goodfellas represents Scorsese’s most poignant and comprehensive marriage of sound and vision. With a massive score, including 123 different tunes invariably applied with a rich attention to detail, it acts as a kind of shadow survey of American popular music as it gradually curdles from the upbeat youth anthems of the early ’60s into the ever more exhausted exertions of the wooly 1970s. The film’s most famous sequence—the moment when the picture’s dalliance with Kennedy-era nostalgia runs directly into the blood-chilling realities of the mob’s encroaching wave of ultraviolence—occurs during a four-minute montage featuring the luminous coda to Derek and the Dominos’ classic rock warhorse “Layla.”

So much of Scorsese’s work dwells in this liminal space between America’s virtuous mythology and the rather more complicated realities endemic to its capitalist juggernaut, that it comes as little surprise that his own greatest influences were born out of that same innocence-to-experience trajectory. Glenn Kenny, film historian and author of the excellent just-published account of the making of Goodfellas, Made Men, cites Kenneth Anger’s 1963 short film Scorpio Rising as the biggest inspiration for Scorsese’s use of pop music. A highly-charged and deeply homoerotic half-hour depiction of a Brooklyn biker gang set to the demure-seeming songs of Phil Spector and Ray Charles, among others, its imprint on not only Scorsese but other directors of his generation is unmistakable.

“It taught Scorsese that you could choreograph a film’s attitude, so to speak, with music,” Kenny told me. “But in applying the lessons to Mean Streets he went beyond Anger in part because unlike Anger’s film, this was a linear drama with dialogue. What Scorsese does in his films is take the songs from being reflections of the character’s consciousness to functioning components of that consciousness, and of the consciousness of the filmmaker as well.”

Scorsese might just as easily have ended up a DJ or a record producer. Kenny describes his love of music as nearly comparable to his passion for film. “He’s not an air guitar guy but when talking about mixing the soundtrack for The Color of Money, for which he was able to commission new songs from the likes of Eric Clapton, he mentions feeling as if he’s playing the guitarist’s solo himself,” says Kenny. “When he and his editing partner, Thelma Schoonmaker, were sent to the site of Woodstock to work on Michael Wadleigh’s documentary, Scorsese’s familiarity with the musical acts on the bill was very useful.”

Even by Scorsese’s accustomed standards, Goodfellas “Layla” montage is visceral in the extreme. Like much of the picture, the passage features a voice-over from Ray Liotta’s Henry Hill, the cocky, coked-up, and highly charismatic moral nullity who serves as our tour guide through the Luciferian causeways of the mob.

The sequence details the aftermath of the real-life Lufthansa heist, in which Hill’s friend and fellow underworld operator Jimmy Conway oversaw a 1978 robbery at JFK International Airport which netted more than $5 million in cash and another million in jewelry. The joy of the successful caper quickly turns to rancor, as De Niro’s paranoid Conway fears that his accomplices’ gaudy spending will attract the attention of the police. Bodies begin turning up everywhere: a henchman and his hapless wife entombed in a tacky pink Cadillac, another frozen stiff in the back of a meat truck, and two more tossed in a Dumpster with uneaten food. As the mellifluous piano chords of “Layla” unfold, Henry’s commentary on the events is even-keeled. He doesn’t revel in the bloodshed, but he has no difficulty understanding it.

As Kenny points out, the discrepancy between the mood of the music and the barbarity of the imagery on screen is quintessential Scorsese. “Because just as the piano chords have this stately quality to them—Chopin dug the C sharp progressions too—so do the initial images have a classical feel: the shot of the little boys discovering the car is composed like an Eisenstein moment. And the way the camera swoops down to the meat truck, for instance—it’s almost like these atrocities are being witnessed by the angels, and the Steadicam work brings the POV very much down to earth without necessarily breaking the graceful spell. It’s the paradox that makes it work: this lyrical music and elegant camera movement juxtaposed with bloody, decomposing images of death.”

Death and decomposition are hallmarks of the sequence, but also self-delusion. All around him, Henry’s friends are being slaughtered, but even though he too is embroidered in the Lufthansa scheme, Henry perceives no particular danger to himself. Having navigated around them for so long, consequences have become an abstraction. Henry’s long winning streak has warped into certitude. In this way Goodfellas is a twisted vision of American optimism: a Horatio Alger story comprising multiple dismemberments.

“Scorsese has talked of a ‘twilight of the gods’ feel for the sequence,” says Kenny, “the need to emphasize that despite the fact that these murder victims were amoral criminals, they were also human beings.” Here we experience Scorsese as the renderer of great and conflicted Catholic homilies, depictions of transgression and punishment as symbiotic stations of the cross, equally worthy of fear and fetishization. Henry has forgotten what it means to be human and that will be his undoing. He’s walking the wrong way on the road to Damascus. He just hasn’t seen the signage yet.

Like the Beatles’ “A Day in the Life,” “Layla” is really two great songs felicitously conjoined to transcendent effect. All told, the original track runs seven minutes, breaking down almost exactly halfway between the blistering blues attack of Eric Clapton’s main progression and the unmistakable ending, written and performed by troubled sideman Jim Gordon. In Goodfellas, we never hear the energetic first half of “Layla,” but Scorsese knows that we know it, and in bypassing it completely plays a kind of trick on our collective institutional memory. Subconsciously we note the absence, and the process of experiencing something familiar out of context contributes to the queasiness of our emotional response. In many ways, this kind of reordering or repurposing of the canonical is the core essence of Scorsese’s use of music in film. Like Jasper Johns or Prokofiev before him, he weaponizes the recognizable, the psychic equivalent of making every cinematic call come from inside the house.

The real-life story of the supergroup Derek and the Dominos—headlined by all-time ace guitarists Clapton and Duane Allman—is a tragic one. The aftermath of their single, masterful LP is riddled with the sort of cautionary tales which became only too common as the cheerful excesses of the ’60s metastasized into various maledictions, manias, and long-term traumas. This too becomes a kind of subtext to the “Layla” sequence—not only has Henry’s gang cannibalized itself, but so too has an entire generation—squandering a seemingly limitless supply of post-war good fortune by way of a bottomless zeal for avarice and vice.

“I’m reasonably sure that Scorsese knows the sad, horrific story of Jim Gordon, a violent schizophrenic, long undiagnosed, whose mental state was exacerbated by drug and alcohol abuse of the high-octane, touring-rock-band variety,” Kenny says. Gordon currently resides in a California medical facility after murdering his mother in 1983. Duane Allman was killed in a motorcycle accident a year after Layla and Other Assorted Love Songs was released. Eric Clapton survived, only just barely. The man who inspired fans in the ’60s and ’70s to popularize the phrase “Clapton is God” narrowly endured tortuous heroin and alcohol addictions and currently leads the sort of sober, anonymous suburban existence that Henry Hill is eventually conscripted into as part of the witness protection program.

Amid all of the horror-adjacent slow panning to the corpses left in Jimmy Conway’s wake, Henry Hill’s monologue over the “Layla” montage remains a weird admixture of the valedictory and sorrowful—the sound of countless years of unmoored ethics cohered into a circular view of right and wrong that hints at the cracks in the logic.

“You know, we always called each other goodfellas. Like you said to somebody, You’re gonna like this guy. He’s a good fella. He’s one of us …” Henry relishes safety in numbers even as he swims with the sharks. He doesn’t understand that it’s already over.

This, more than anything, is what Scorsese knows best: the false sense of security that attends with hubris. Henry Hill and Jimmy Conway. Duane Allman, Eric Clapton, and Jim Gordon. They were gods. They were goodfellas. And then just like that, they were gone.

Elizabeth Nelson is a Washington, D.C.–based journalist, television writer, and singer-songwriter in the garage-punk band the Paranoid Style.