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Francis Ford Coppola’s The Godfather Part II appeared in 1974, two years after the original, with much of the same cast: Al Pacino as Michael Corleone, Robert Duvall as Tom Hagen, Diane Keaton as Michael’s wife Kay, John Cazale as Fredo Corleone, and Talia Shire as Connie Corleone, plus Robert De Niro as the younger Vito Corleone, Lee Strasberg as Hyman Roth, and Michael V. Gazzo as Frank Pentangeli (“Frankie Five Angels”). Also returning were Mario Puzo, who co-wrote the screenplay with Coppola; Nino Rota, who composed the radiant music; and Gordon Willis, the cinematographer.

Like the original, Part II was a major commercial and critical success. It was nominated for eleven Academy Awards and won six. It is the first sequel to win Best Picture. It is regularly featured in lists of the greatest movies ever made. Some enthusiasts even think Part II is better than the original, which is a bit much.

The Godfather Part II is definitely a great film, but it lacks the original’s bravura touches. There are no scenes like the Hollywood producer awakening with a horse’s head in his bed, the murder of Sonny at the tollbooth, or the baptism/assassination sequence. I’ll also comment on some script weaknesses. Finally, the three-hour, twenty-minute running time feels a bit padded.

Part II is both a sequel and prequel to The Godfather. It traces the rise of Vito Corleone and the fall of his son Michael.

The story begins in 1901. Vito Andolini is 9 years old when his father is killed by a local mafia boss, Don Ciccio. His older brother Paolo swears revenge and disappears into the hills. Shots ring out as the funeral procession passes. Vito’s mother finds Paolo dying. Later, she takes Vito to Don Ciccio to beg him to leave the boy alone. When the Don refuses, the mother pulls a knife and is shot. Vito flees for his life. Sympathizers send him to America, where he is given the name of his hometown, Corleone. The entire sequence is horrifying, but a nine-year-old orphan who survives the massacre of his whole family, moves to America on his own, and makes a life for himself definitely has a great deal of character.

Then the movie jumps to 1958. The stories of Vito and Michael Corleone are intercut throughout the movie, but I will discuss Vito’s story first.

After young Vito arrives in New York, we flash forward more than a decade, at which time the character is played by Robert De Niro. How does a man who has every reason to despise the mafia become a leading mafioso? Vito’s New York neighborhood is preyed upon by a swaggering, buffoonish, white-suited mafioso named Fanucci. At one point, Fanucci and a cousin show up at the grocery store where Vito works. The owner is told to hire the cousin (or else), so Vito is out of a job.

One reason that Sicily is backwards is this sort of clannishness. You can’t hire the best if you must hire within your family, or the family of the local bigshot. Beyond that, institutions can’t easily scale up past the size of a family, because people outside the family cannot be trusted. Despite corruption at the highest levels of American business and politics, America was never crippled by this sort of low-trust clannishness. Thus it was able to develop large scale, high-trust institutions.

Once he loses his job, Vito begins to steal with his friends Clemenza and Tessio. He wasn’t forced into it. He had no compunctions about it. When Don Fanucci demands a cut of their take, Vito pays him less than he demands. Fanucci admires his courage and says he will help Vito find more profitable scams. But instead of going into business with Fanucci, Vito kills him and assumes his role in the neighborhood.

Vito is depicted as a gallant defender of old ladies against predatory landlords, but you don’t build up a vast criminal empire that way. You do it with crime. Vito can do nice things for the community because people fear him. When Vito’s family grows to four children, and his “family” becomes big enough as a business, he returns to Sicily, where he avenges his father, mother, and brother by getting close to the elderly Don Ciccio and slicing open his stomach.

Marlon Brando’s depiction of Vito Corleone has genuine grandeur, but Robert De Niro’s depiction of the younger Vito does not really work for me. We are supposed to see Vito as not just a criminal, but also as a warm and wise patriarch. Yet, aside from a basic mammalian love of his own children, De Niro’s Vito comes off as merely a petty sadist and a smug, calculating hypocrite.

Flash forward to 1958. It is the first communion of Anthony Corleone, the son of Vito’s son Michael. Afterward, there is a party at the Corleone’s compound on the shores of Lake Tahoe. The Corleones have relocated to Nevada and invested heavily in casino gambling. It is part of Michael’s plan to make the family business “legitimate.”

The whole sequence is supposed to remind us of Connie’s wedding at the beginning of The Godfather, which is a nice device to show how much things have changed in twelve years and how much they have stayed the same. Both are large family (and “family”) gatherings centered around a Corleone child. At both gatherings, the head of the family conducts business.

But there are some big differences. In The Godfather, the politicians send their regards and gifts of money but decline to attend. It would be a bad look. In Part II, Nevada Senator Pat Geary attends, a sign that the Corleones are indeed more legitimate.

Another thing has changed: Geary does not stay away but send money. He shows up to collect money. First, he collects a very public donation to the University of Nevada in the name of Anthony Vito Corleone. When he accepts the check, he praises the Corleones to the skies but includes an old WASP put-down to the “ethnics”, mumbling his way through Anthony’s full name and pronouncing his surname “Corleon” in the most Anglo way possible.

Later, in private, Geary pronounces “Corleone” in an exaggeratedly foreign way, expresses contempt for the family and its business, then coolly tries to outdo them in corruption by shaking them down for a new casino license. The man certainly has balls. He might be lucky to keep them. Michael flatly refuses to bribe Geary. In fact, he insists that Geary put up the money for a new license. Geary angrily walks out.

Going legitimate is trickier than Michael thought. One of Michael’s lines is significant: “Senator, we’re both part of the same hypocrisy. But never think it applies to my family.” He’s willing to acknowledge that he is a rogue among rogues, but he does not want his family besmirched. This, of course, is naïve, because he can’t keep his family out of the family business. He’s doing everything “for the family.” Whenever he does something horrific, the euphemism is that he’s “being strong for the family.”

Beyond that, in business you need people you can trust. All the more so, when your business is crime. In the end, the people you can trust most are your family, so of course Michael will be driven again and again to involve his family in important deals. Sadly, though, Michael can’t trust his family either. In fact, he ends up killing some of them.

Later we see how Geary was brought to heel. He wakes up in a whorehouse run by Fredo Corleone next to a dead girl. The girl was butchered by one of the Corleone assassins, Al Neri. But Tom Hagen says that Geary killed her. Don’t worry, though, he is among friends. The Corleones will dispose of the body. She has no family. Nobody will miss her. Only their “friendship” will remain, i.e., Geary’s debt to the Corleones. And, of course, the Corleones would not be foolish enough to actually destroy all evidence of the crime, and Geary would know that. They now have leverage over him. It is absolutely coldblooded and foul. It shows that Michael’s quest for legitimacy is a complete sham. They’re a bunch of disgusting savages.

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Back at the party, Michael’s new political connections have priority over his old New York mob connections, who are represented by Frank Pentangeli, a gangster from Vito Corleone’s generation. Two incidents with Pentangeli illustrate how much things have changed with the Corleones.

First, there is the food. At the party in The Godfather, a couple young goombahs are salivating over Italian delicacies with names like “gabagool” and “gabagone.” In Part II, men in white coats are offering canapés. Pentangeli thinks they are saying “can of peas,” which strikes me as a lapse. Pentangeli would know what a canapé is. Of course, he could be playing the fool. But you should never play the fool. If you play it badly, you look like a buffoon. If you play it well, people just think you’re a fool.

Second, there is the music. In The Godfather, the Italian band plays tarantellas. We are even treated to an old man singing along and making obscene gestures. In Part II, the musicians play swing and the guests are serenaded by the Sierra Boys Choir. Pentangeli wants something earthier. But when the band try to play a tarantella, the closest they can get is “Pop Goes the Weasel,” which is genuinely hilarious.

Suffice it to say, Frankie Five Angels is feeling left out. He’s old, he’s tired, he’s been waiting a long time, he feels like he is not getting the respect he deserves, and by the time he sees Michael, he’s drunk and angry. When Vito’s old friend Peter Clemenza died, Michael instructed Pentangeli, his successor, to give three territories to some crooks named the Rosato brothers, who are associates of the Jewish gangster Hyman Roth. Pentangeli refused, which could cause trouble between Roth and Michael. Michael needs Roth’s help in taking over a new casino. Like Geary, Pentangeli leaves angry.

That night, two gunmen sneak onto the Corleone estate and try to kill Michael. They shoot through the window of his bedroom, where Kay is as well. Kay is also carrying their third child. The whole point of moving to Nevada was to avoid things like this. But it is even worse than the attempt to kill Vito Corleone or the successful assassination of Sonny, for these took place in public. This time, however, assassins have gotten inside the family compound. It is not just Michael who is in danger but his wife and children. It is an immense and humiliating reversal of fortune, which Michael seeks to set right with all his energy and cunning, to say nothing of whatever money or brutality is required.

Michael has two suspects: Frankie Five Angels and Hyman Roth himself. Why Roth? Roth was an old friend of Moe Greene (based on Bugsy Siegel), who was assassinated by Michael in order to take over his casino. (You know, to go legit.) Thus Michael flies off to see Roth in Florida, then he visits Pentangeli in New York. He tells Roth that he knows Pentangeli was behind the attack. He tells Pentangeli that Roth was behind the attack. Michael is clearly trying to lull the culprit into a false sense of security while he discovers his identity and plots his revenge.

Hyman Roth is based on a real-life Jewish gangster, Meyer Lansky. Lansky was a mafia pioneer in two areas: money laundering/offshore banking and constructing the American and Cuban casino gambling industries. In Cuba, he enjoyed state protection. At one point, he even changed the government, bribing President Carlos Prío Socarrás to step aside so that Fulgencio Batista could return to power in a military coup.

Roth is portrayed as living modestly, even though he has hundreds of millions of dollars. He is nebbishy, sickly, and undignified. He seems vulnerable not formidable. But these are proven techniques of camouflage, ways that predators lull people into a false sense of security. This is why the biggest Jewish gangster in the world today goes by the childish diminutive “Bibi.”

Roth is played by the legendary acting coach Lee Strasberg. It is the flattest, least compelling performance in the film.

When Pentangeli visits the Rosato brothers to make a deal, they try to kill him, saying “Michael Corleone says hello!” But they are interrupted when a cop walks in, so Pentangeli survives.

Is there any reason to think that Michael ordered this killing? After all, Pentangeli was cooperating with Michael. Michael had no proof that Pentangeli was behind the hit. Did Hyman Roth order Pentangeli killed as a favor to Michael? Why would he do that? To deflect attention from his own guilt? None of these questions are answered, so the whole thing feels arbitrary. This is another problem with the script.

A deeper problem with the script is Roth’s relationship to Michael. It becomes increasingly clear that Roth’s associate Johnny Ola somehow used Fredo Corleone to get his assassins inside the Corleone compound. It also becomes clear that Roth’s motive was to avenge the death of Moe Greene. Roth says that he wasn’t angry about Greene’s death, but he obviously was. He says that he accepted it, because this was the business he was in, but it becomes clear that he was willing to throw his business into chaos to get revenge.

If Roth wanted to kill Michael, he certainly would have done everything he could to make Michael trust him. But Roth goes far beyond that, outlining fantastic plans for the coming decades and naming Michael as his heir in front of his most important business associates. None of that is necessary if Michael is soon to be a dead man. So why did he do it?

The mid-point in the movie is set in the very last days of Batista’s Cuba. Michael is there with Roth and other mafia bigwigs. Fredo was to deliver two million dollars of Michael’s money to Roth in cash for a casino deal. Was Roth simply trying to bilk Michael out of money before killing him? If so, then why did he try killing him at Lake Tahoe, before any money could change hands?

You’d think that Lee Strasberg, Mr. Method Acting, would have asked Coppola and Puzo, “What’s Roth’s motive here?” It isn’t clear, so the whole thing feels arbitrary. But this is at the core of the story, so it is an important flaw in the script.

The scenes in Cuba are also a bit pedantic. In one scene, we see Batista sitting down with mining, sugar, fruit, and telecommunications magnates, as well as the mafia, to discuss business in Cuba and reassure them that the rebels, led by Fidel Castro, are no threat. There’s a similar scene at a birthday party for Hyman Roth. It is the sort of thing Oliver Stone would do, and do better.

When Fredo arrives in Havana, Michael tells him that the following night, on New Year’s Eve, he will be invited to a reception at the Presidential Palace. After the reception, he will be taken back to his hotel in a government car, at which point he will be assassinated. He tells Fredo that Roth is behind it and that he plans to kill Roth.

This scene is supposed to remind us of the scene in The Godfather where Vito warns Michael that, one day, he will be approached by a friend who will offer to provide security for a meeting with Don Barzini, and when he goes, he will be assassinated. Vito’s scenario, however, is formulated in general terms and is based on past experience with the mafia. Michael’s scenario is very specific. But where does he get such specific information? Does he have an inside source? Is he psychic? Is he paranoid? Again, I think this is a flaw of the script.

When Michael introduces Fredo to Johnny Ola, Johnny says that they have never met, and Fredo plays along. Later, Fredo lets it slip that he does know Johnny. At that point, Michael knows that Fredo was the insider who set him up.

The collapse of the Cuban government on New Year’s Eve, 1958, is very well-handled. Michael’s assassin manages to kill Johnny Ola but is killed before he can dispatch Roth.

When Michael returns to the US, he is told that Roth has escaped from Cuba, that Fredo has gone to ground (probably in New York), and that Kay has had a miscarriage.

At this point, the movie jumps to a Senate hearing on organized crime. It turns out that Frank Pentangeli is alive and in witness protection. He thinks that Michael tried to have him killed, so he is willing to testify against Michael. But Michael manages to intimidate Pentangeli into silence when he brings his brother from Sicily. He isn’t just there for moral suasion. He’s being paraded as a hostage.

Michael avoids an indictment, but then Kay informs him that she wishes to leave him and take the children. When Michael refuses, Kay says something unforgivable. Weak people can’t just walk away, even from a bad relationship, so they try to anger the other party, hoping to make it easier to leave. The nuclear option in this game is the “unforgivable” comment or deed. Kay is a master:

Michael, you are blind. It wasn’t a miscarriage—it was an abortion. An abortion Michael. Just like our marriage is an abortion. Something that’s unholy and evil. I didn’t want your son Michael—I wouldn’t bring another one of you sons into this world. It was an abortion, Michael. It was a son Michael, a son, and I had it killed, because this must all end. I know now that it’s over now—I knew it then—there would be no way Michael—no way you could ever forgive me. Not with this Sicilian thing that’s been going on for 2000 years.

First of all, what is the “all” that must end? Is it just their marriage? Or is it the mafia? She obviously thinks the mafia is evil and does not wish to perpetuate it. By aborting Michael’s son, she’s aborting the mafia. She’s aborting evil. Of course, she is already tied to Michael by two children. Aborting a third child doesn’t change that. Also, Kay is now a killer herself. So on what grounds does she feel superior to Michael? Of course abortions don’t have to make sense to happen all the time.

But did Kay actually have an abortion, or is she just saying she did? After the assassination attempt, there is a scene in which Michael’s security prevents Kay from leaving the compound in Lake Tahoe to go shopping. It is unclear how much time passed between Michael’s departure from Lake Tahoe and return from Cuba, when Tom tells him of the miscarriage. At most, it was a couple of weeks. Presumably, the protective measures had not changed. If Kay had been confined to home all that time, she obviously couldn’t have had an abortion. So maybe it really was a miscarriage, but she is saying it is an abortion because she knows this will lead to permanent break that she is too weak to make on her own. Kay leaves, but Michael retains custody of his children.

During the Senate hearing, Fredo resurfaced and tried to reconcile with Michael. He admits that he worked with Johnny Ola but claims he didn’t know he was out for blood. Fredo makes it clear that he was motivated by vanity and lack of loyalty to the family. Michael tells him that he never wants to see him again. He tells Al Neri that he doesn’t want anything to happen to Fredo while their mother is still alive.

Soon enough though, mamma Corleone is dead. Connie returns. She wants to stay to help Michael. She will also have to raise her own children, now that her mother and Kay are no longer around. She also tries to engineer a tearful reconciliation with Fredo. If this blow-by-blow is beginning to sound like a very long soap opera, that’s also how it plays on screen.

We are more than three hours in, and it is time to settle accounts. Hyman Roth has been on the run, but he’s being forced back to the United States, where he will be arrested by the feds. This presents a problem as well as an opportunity. Frank Pentangeli is still in federal custody. And vain, weak, stupid, traitorous Fredo is still part of the family. Michael wants them all dead.

Tom Hagen, as always, is risk and conflict averse. Why kill Roth, who is old, sick, and soon to be in federal custody? Obviously, because he is hostile and can do a lot of damage in federal custody. Which brings us to Frank Pentangeli, who can still do a lot of damage in federal custody as well. As for Fredo: he’s a loser who almost cost Michael his life and endangered the lives of his family. Michael can’t afford to keep him close, and he can’t afford to send him away. He needs Fredo dead, but how to square it with what remains of his family? Clearly, a little lying will do the trick.

Tom protests that killing Roth would be “like trying to kill the president—there’s no way we can get to him,” to which Michael replies, “Tom . . . you surprise me.” In the story, Kennedy had not yet been elected, much less killed, but to the audience, it was a fairly fresh memory. Tom says, “. . . you’ve won. Do you have to wipe everyone out?” Michael replies flatly, “Not everyone . . . just my enemies.”

Michael’s loyal assassin Rocco kills Roth at the Miami Airport and is immediately gunned down. Tom, being a lawyer, finagles a visit to Frankie Five Angels in federal custody. They reminisce about how the Corleones used to model themselves on the ancient Romans. Indeed, the Corleones’ intrigues, power struggles, and murders—including murders of their own family members—read like Suetonius. This becomes especially important in Part III. Tom reminds Frankie that in Rome, defeated rebels would commit suicide to ensure the safety of their families. Frankie takes the hint and cuts his wrists in the bath. Finally, Al Neri takes Fredo fishing on Lake Tahoe and shoots him in the head. Later we infer he was dumped in the lake and the whole thing was passed off as an accident. Sometimes the fishes catch you.

Unlike the highly aestheticized massacre at the end of The Godfather, the killings at the end of Part II are all too grimly routine. There’s no pleasure in it for us. There’s no pleasure in it for Michael either. Just the prospect of decades of morose rumination on how, by “being strong for his family,” he lost his family in the end.