Released in 1974, The Godfather Part II is the rare sequel that’s spoken of in the same breath as its predecessor, and sometimes above it. Coppola was back, Pacino was back, and a young Robert De Niro was about to step into shoes vacated by Marlon Brando. What followed was an awards-sweeping epic that has loomed over the gangster genre ever since. To celebrate it, we made a podcast, and now we’ve gathered 35 behind-the-scenes stories to go with it. Listen to the full podcast on Spotify, YouTube or our website.

1. Coppola tried to hand the sequel to another future legend

Paramount Pictures, the studio behind The Godfather in 1972, were desperate for a follow-up after the first film became a phenomenon, but Coppola had been put through the wringer making it and was in no mood to do it all again. So when the studio came knocking, his initial response was to point them in someone else’s direction. The director he suggested was a young, then-unproven filmmaker called Martin Scorsese. However, this being pre-Taxi Driver (1976), Paramount weren’t going to gamble the sequel to their biggest hit on an unknown director, and rejected Coppola’s suggestion.

2. The director extracted a wishlist before saying yes

Paramount insisted that Coppola had to direct, and the filmmaker saw an opportunity. He’d only do it, he said, if they greenlit his script for The Conversation (1974) with him directing, gave him the writing gig on the upcoming adaptation of classic novel The Great Gatsby (1976), and let him direct a production for the San Francisco opera. Astonishingly, Paramount agreed to all three conditions.

He also asked Paramount for a million dollars to direct, a fortune for a director in 1974, half-expecting them to balk. They didn’t even blink. After the misery of the first film, Coppola was now the one calling the shots.

3. Two key producers didn’t make the cut

The pair who weren’t coming back were Paramount producers Robert Evans and Albert S. Ruddy, although the reasons depend on who’s telling it. Some say they passed of their own accord. Others say Coppola made their absence one of his conditions, having had a famously fraught time with both of them on the original. After being pulled to bits last time round, Coppola’s satisfaction must have been enormous.

4. The lead actor threatened not to show up

Al Pacino returned as Michael Corleone, the anti-hero of the first film now sliding deeper into the mafia darkness. Returning, however, didn’t mean he was happy. When he read the script, Pacino hated it, and told Coppola he wasn’t coming to set. Coppola responded by rewriting most of Michael’s material in a single night. Then, once filming was underway, Pacino blew up at his director for working too slowly, reportedly yelling, “Serpico only took 19 days!”

5. Pacino’s pneumonia ground production to a halt

Whatever the speed Coppola was working at, fate had a punchline. Filming was halted for weeks because Pacino came down with pneumonia. Suddenly the man complaining about the pace was the one holding everything up. Despite all the trouble, Pacino was nominated for Best Actor at the Oscars, but lost to Art Carney for Harry and Tonto, the heart-warming road movie about an old man and his cat. A bewildering result then, and a bewildering result now.

6. Coppola almost asked a legend to return

The film’s parallel story tracks Vito Corleone’s journey from Sicilian orphan to feared Don, played by a 31-year-old Robert De Niro. Before settling on De Niro, though, Coppola briefly toyed with the idea of bringing Marlon Brando (who played Vito in the first film) back, convinced he could play any age. He talked himself out of it after remembering that De Niro had auditioned for hothead Sonny (Jamews Caan) in the first film. Coppola had thought De Niro too young then, but been impressed enough then that he cast him as young Vito.

7. De Niro learnt Sicilian and ate his way into the role

The actor went full method. Three months before filming, he relocated to Sicily to learn the language and dialect, with the result that he speaks just 17 words of English in the entire film. To inch closer to Brando’s look in the original, he gained weight and wore a smaller version of the cheek-stuffing apparatus that had given Brando his bulldog jowls. The moustache, meanwhile, was decided by coin flip. Heads it was.

8. De Niro’s win made Oscar history

The method madness paid off. De Niro won Best Supporting Actor for Vito, his first Academy Award, and made history doing it. With Brando having taken Best Actor for the same character two years earlier, this was the first time two actors had won Oscars for playing the same role.

It has happened since, for actors playing Batman’s nemesis: Heath Ledger won as the Joker for The Dark Knight (2008) and Joaquin Phoenix for Joker (2019).

9. A tiny Ellis Island detail tells a real-life story

When the young Vito arrives in the U.S. at Ellis Island, an inspector chalks a circled X on his coat. Easy to miss, but it’s a piece of real history. New immigrant arrivals were marked this way if inspectors suspected they had a mental or physical defect, sometimes resulting in deportation. For Vito, it’s the first injustice America hands him before he’s even off the boat.

10. A musician saved Coppola from a costume blunder

The early flashback scenes in Sicily were initially shot with the actors wearing trousers with zippers. Then one of the on-set musicians, who happened to be a history buff, gently informed Coppola that the zipper hadn’t actually been invented at the time at which those scenes were set. Several scenes had to be reshot with period-appropriate buttoned trousers. The lesson, as ever: hire interesting musicians.

11. The Senator’s wife was a sly nod to a political icon

Watch carefully when Senator Geary, the slimy politician played by G.D. Spradlin, first appears outside the Lake Tahoe compound. His wife is dressed head-to-toe in a pink suit that’s straight out of the Jackie Kennedy playbook. It’s no accident. The costuming positions Geary as a JFK-style figure, which makes the corruption that follows feel all the more Faustian.

12. De Niro improvised the towel-silencer

As the young Vito climbs the gangland ladder in Little Italy, he runs into Don Fanucci, the Black Hand extortionist demanding his cut, and decides to make him an offer of a different kind. The infamous rooftop and stairwell murder that follows ends with Vito firing point-blank into Fanucci’s face, the gunshot muffled by a towel. That detail wasn’t in the script. It was De Niro who suggested wrapping a towel around the pistol to act as a silencer, and the towel catching fire has become one of the film’s signature images.

13. Don Fanucci’s casting involved a fake suicide

Coppola had originally wanted veteran character actor Timothy Carey to play Luca Brasi in the first Godfather, only for Carey to turn him down. Trying again for the sequel, Coppola called him in to read for Don Fanucci. Mid-audition, Carey reportedly produced a gun loaded with blanks, mimed shooting Coppola, then pretended to take his own life. Coppola passed and gave the role to Gastone Moschin instead. Understandable.

14. Coppola pranked an actor with a jammed lock

One of the funniest beats in the Vito storyline comes when landlord Signor Roberto returns to the olive oil shop to refund Anita Colombo’s rent (at Vito’s “request”) and can’t even open the door. The actor playing Roberto, Leopoldo Trieste, was a comedian by trade, and Coppola had secretly hammered a nail into the lock without telling him. The moment Trieste fumbles is entirely real. Watch closely and you’ll see Frank Sivero, who plays Genco, sneakily fish the nail out before opening the door himself.

As a footnote, the script also reveals that Anita Colombo is the grandmother of Sandra, Sonny Corleone’s wife from the first film. The circle of life.

15. Two of the film’s best lines were ad-libbed

In the scene just before the lock prank, when Vito is negotiating Anita’s rent on the street, an extra walks past and greets him by name. The actor was Carmelo Russo, and he wasn’t supposed to say a word. Coppola was furious, but De Niro loved it, arguing it showed how respected Vito had become in the neighbourhood, so it stayed.

There’s another famous improvisation later in the film: when Pentangeli is jumped by Hyman Roth’s men in the bar, Danny Aiello’s “Michael Corleone says hello” wasn’t in the script either. Coppola kept that one too. Lucky for the ad-libbers, given the company.

16. The Havana Superman show was based on a real performer

While Vito is on the rise in 1910s New York, Michael’s 1950s storyline takes him to pre-revolution Havana to broker a deal with elder gangster Hyman Roth. It’s there that he learns the family traitor is his own brother, Fredo, the realisation landing as the clocks tick over to New Year’s Eve 1958. Among the more eyebrow-raising sights is the live ‘Superman’ show that Fredo lets slip he’s seen before. Astonishingly, Superman was a real performer, who starred in live sex shows at a Chinatown club called the Teatro Shanghai. Someone on the writing team enjoyed their research a little too much, it seems.

17. Most of the Michael storyline was invented from scratch

The screenplay is credited, like the original, to Coppola and Mario Puzo, with the film officially marketed as an adaptation of Puzo’s 1969 novel The Godfather. In truth, only the young Vito sequences are drawn from the book, and even then from just one chapter. Everything around Michael, Cuba and the Senate hearings was created entirely for the film. It’s why the Vito sections feel so tonally married to the first movie, while Michael’s scenes pull the saga somewhere new and colder.

18. Several characters were drawn from real-life mobsters

The film leans heavily on real history. The Senate committee scenes are modelled on the Joseph Valachi hearings of the 1960s, in which Valachi became the first member of the Mafia to publicly confirm the organisation’s existence and popularised the term Cosa Nostra, Italian for “our thing.” Don Fanucci was inspired by New York Black Hand racketeer Ignazio ‘Lupo the Wolf’ Lupo, who preyed on local businesses and was suspected of more than 60 murders. And Johnny Ola, played by Dominic Chianese, is based on Vincent ‘Jimmy Blue Eyes’ Alo, a real-life capo in the Genovese family with significant Cuban interests. Whether Alo really got murdered with a coat hanger Like his counterpart in the film is another matter.

19. An early draft made Tom Hagen far more shifty

The script went through some wild iterations. One early draft had family lawyer and consigliere Tom Hagen having an affair with Sonny Corleone’s widow. Coppola eventually cut it, feeling it made Tom unsympathetic, but a trace remained: Michael’s bitter line offering to send Tom’s “wife, children and mistress to Las Vegas” is leftover dialogue. Without context, it just makes Tom sound like a quiet operator. With it, he sounds like he’s in serious trouble.

20. Talia Shire reshaped one of the film’s most devastating moments

Originally, the script had Kay miscarrying her child. It was Talia Shire, who plays Connie, who suggested to Coppola that it should instead be a deliberate abortion, a way for Kay to deliver Michael the deepest possible wound. Coppola not only took the note but, as a thank-you, wrote in the funeral scene where Connie pleads with Michael to forgive Fredo. Shire’s influence on the film’s emotional architecture turned out to be huge, especially given she was reportedly paid $1,500 for the first film and $40,000 for this one.

21. The Oscars rewrote their own history for the composer

Musician Nino Rota was back, returning to rework his original themes and add new pieces to the score. There’s a strange Oscar story attached to him. Two years earlier, he’d been nominated for the first Godfather’s score, only to be disqualified when the Academy realised he’d reused music from a 1958 Italian comedy called Fortunella. The Godfather Part II uses some of that same music, and yet this time, not only was he nominated, he won Best Score. Carmine Coppola, the director’s father, shared the award for his contributions. Make of the Academy’s consistency what you will.

22. The film is full of fruit-based death omens (again)

Returning cinematographer Gordon Willis, who had shot The Godfather, brought back the visual language of oranges as harbingers of death. It’s everywhere if you look. Senator Geary is framed for murder after toying with oranges at the compound. Johnny Ola brings an orange into Michael’s office before the assassination attempt. Vito buys oranges immediately before deciding to kill Fanucci, who in turn is eating one when he dies. And Michael munches on an orange while plotting Roth’s downfall. The rule, basically, is to never eat citrus around a Corleone.

23. It may have been the last Hollywood film shot in Technicolor

Depending on which source you read, The Godfather Part II was the last Hollywood film to be shot using the original Technicolor process, before the format was retired entirely. It was digitally restored to its original look in 2008, with Willis taking the chance to brighten a handful of shots he’d always thought too murky, including Michael’s late-night chat with his mother Carmela. Despite the film’s look becoming a touchstone, Willis didn’t even get an Oscar nomination, with the trophy going instead to Joseph Biroc and Fred J. Koenekamp for The Towering Inferno.

24. The Senate was stuffed with Hollywood royalty

The actors playing the Senate committee grilling Michael were actually a who’s who of Hollywood insiders moonlighting as politicians. Producer-director Roger Corman, who’d given a young Coppola some of his earliest breaks, sat among them. So did The Wild Bunch (1969) producer Phil Feldman, screenwriter William Bowers, and Richard Matheson, the novelist behind I Am Legend, the Spielberg-directing-debut TV movie Duel (1971), and rather less prestigiously, Jaws 3-D (1983).

25. The traitor only exists because another actor couldn’t agree on money

The capo at the heart of the Senate hearings who betrays Michael – Frankie Pentangeli – was originally going to be Clemenza, the warm jokester from the first film. But before shooting, Richard Castellano and Coppola couldn’t reach a deal on salary, so the role evaporated. Castellano’s wife later claimed the real sticking point was that Coppola wanted him to gain 50lbs and the actor refused. Either way, Coppola and Puzo invented Pentangeli to fill the gap, casting Michael V. Gazzo, who scored an Oscar nomination for it.

26. A long lunch derailed Gazzo’s big moment

During rehearsals for the climactic testimony scene, the actor gave such a blistering performance that Coppola wanted to roll cameras immediately. Union rules, however, demanded a lunch break first. By the time everyone returned, Gazzo had reportedly taken full advantage of the Italian wine on offer and was, charitably, no longer in his sharpest form. The take they eventually got was good. The one they almost had, apparently, was magic.

27. Roth was nearly played by some unlikely names

The character of Hyman Roth, the gravel-voiced gambling kingpin Michael does business with in Havana, was based on real-life mobster Meyer Lansky, who ran an enormous illegal gambling empire that stretched from Florida to Cuba. Roth’s “we’re bigger than US Steel” line was something Lansky once said to his wife.

Coppola’s first choice to play Roth was James Cagney, who said no. He then considered, of all people, comedy icon Peter Sellers. Coppola also approached director Elia Kazan to act in the role, and only landed on Lee Strasberg, the legendary acting teacher, after a 45-minute meeting to coax him out of retirement.

As an extra footnote: Coppola apparently visited Kazan to find him topless, which is supposedly why Roth is shirtless in some scenes. Small mercies for the film that Kazan kept the rest of his clothes on.

28. Strasberg’s real-life illness reshaped Roth’s scenes

Lee Strasberg fell genuinely ill during shooting, but rather than halt production, Coppola simply rewrote scenes around him, having Roth lie down, look frail and play the ailing elder statesman. The result is one of cinema’s great performances, made out of pure necessity. It’s also another data point in the theory that every Coppola production is, on some level, the most stressful experience known to man.

29. The writers went to war over Fredo’s death

The decision to have Michael order Fredo’s execution was not a unanimous one. Coppola wanted it. Mario Puzo, who’d created the family in his novel, didn’t. They argued for weeks, and Puzo only relented on one condition: Michael would have to wait until their mother was dead before pulling the trigger. It’s why the killing happens after Mama Corleone’s funeral, an emotional gut-punch born from a writer’s line in the sand.

30. The make-up team aged Fredo to look like his father

Coppola was determined to age John Cazale’s Fredo across the decades the film covers, so the make-up department gave him thicker eyebrows, a pencil moustache and a higher hairline as the years went by, all designed to make him resemble Brando’s Vito from the first film. It’s a quietly devastating choice. The brother Michael has killed ends up looking, in his final hours, more like their father than ever.

31. Brando was meant to appear in the final flashback

The penultimate scene, the flashback to the Corleone family gathered around the dinner table on Vito’s birthday, was originally written with Marlon Brando appearing as Vito himself. He was due on set the day of filming and simply didn’t show up, leaving Coppola to rewrite the scene on the spot. James Caan, on the other hand, did return as Sonny, but only after agreeing terms equal to his salary on the first film. A wise concession, since without him or Brando in that scene, you’d never have known it was a flashback at all.

32. The final shot is set years later

For the closing image of Michael alone by the Lake Tahoe water, Pacino was given subtle prosthetic and make-up work. You wouldn’t spot it on a casual viewing, but the idea is that the shot takes place in 1968, with Michael now sporting more wrinkles, a receding hairline and flecks of grey. It originally came at the end of a deleted scene where Michael’s 18-year-old son Anthony tells him he won’t be joining the family business. The cut also included a line from Connie referencing Fredo drowning in the lake, the family’s official cover story.

33. The first cut left a test audience baffled

Despite its eventual reputation, The Godfather Part II had a notoriously rough early screening. Paramount’s feedback report bluntly informed Coppola that “the audience found cutting back and forth between Michael and young Vito bothersome.” He and his editors duly slimmed down the number of transitions to make the dual narrative easier to follow. You can still feel the result of the feedback today: it’s around 45 minutes before De Niro first appears. In that initial cut, he likely turned up much sooner.

34. The reviews and box office were a knockout

When the film actually reached audiences, the reception was rapturous. Made on a $13m budget, The Godfather Part II grossed $93m at the box office, a stout return given its three-and-a-half-hour runtime. Today it sits at 96% on Rotten Tomatoes from critics and 97% from audiences, with a thumping 9.0 on IMDb that places it 4th on their Top 250, sandwiched between The Dark Knight and 12 Angry Men (1957). Not bad for a film the director didn’t want to make at first.

35. It cleaned up at the Oscars, with one glaring snub

Come awards night, the film was an absolute juggernaut. It took home Best Picture, Best Director for Coppola, Best Adapted Screenplay for Coppola and Puzo, Best Supporting Actor for De Niro, Best Art Direction for Dean Tavoularis, Angelo P. Graham and George R. Nelson, and Best Original Score for Nino Rota and Carmine Coppola. The one baffling omission was that Gordon Willis, the man who gave the film its very face, didn’t even get a nomination. The Academy, somehow, decided everything else about the look of the picture was perfect except the cinematography.

And there you have it. Few sequels have ever cast as long a shadow as The Godfather Part II, and even fewer have managed to expand the world of the original while quietly tearing its protagonist apart. For all the on-set squabbles, casting near-misses and bottles of Italian wine consumed at lunch, the result is one of the greatest American films ever made. If you enjoyed the read, subscribe to our YouTube channel for more deep dives into the films we love.