FBI agent, gangster, husband, father - how many identities can one man assiume, how many families can one man be tied to, before they split him completely apart? This moral dilemma drives the true story of FBI undercover agent Joe Pistone, AKA Donnie Brasco, who in the 1970's infiltrated the mob in what was to become one of the most successfull mole operations ever. But it was a mission that exacted a devastating personal price on the man. Pulled into an unexpected and revealing friendship with the criminal he was supposed to be destroying, Donnie Brasco almost destroyed himself.

In Donnie Brasco director Mike Newell (marking a departure from such features as Four Weddings And A Funeral. Enchanted April and Into The West) takes on the American mobster myth with a dramatic examination of the emotional and moral core of the tough-guy loyalty that usually goes unquestioned. Al Pacino and Johnny Depp star as the gangster and the FBI Agent who develop a camaraderie that places both of their jobs at risk. In the name of justice, Joe Pistone/Donnie Brasco (JOHNNY DEPP) leaves his family behind and takes on the persona of a gangster - the "jewel man" Donnie Brasco - who must prove his absolute loyalty and willingness to commit crimes to be accepted into a mob family. To earn greater access to the inner Bonanno operations, Donnie maneuvers his way into the confidence of Lefty Ruggiero (AL PACINO), a cynical, aging hit-man who never made it into the big-time and sees a new future for himseff with this smart, young thief.

But Lefty is also a man split in two. Hard-bitten and brutal as he is, Lefty enjoys having someone look up to him, care about him, and in his vulnerability he makes a crucial but very human mistake - he trusts Donnie Brasco.

Risking his own reputation, Lefty vouches for Donnie and enlists him as his protege. This is exactly what Donnie wanted to set up, but it doesn't go as planned. The effect of Lefty's fidelity and friendship does not allow Donnie to distance himself emotionally. The man who should be his enemy, who should be the criminal he is pursuing, becomes instead his trusted partner, albeit in dark and cruel mobland crimes, from extortion to hits. As Donnie moves deeper and deeper into the Mafia chain of command, he realizes be is not only crossing the line between federal agent and criminal but is also leading his friend Lefty to an almost certain death sentence.

Meanwhile, Donnie tries desperately to keep a balance with his real-life family - to somehow return home and try to be the caring husband to a wife be cannot tell the truth to and a loving father to kids he never sees.

But the distance between who Donnie pretends to be and who be actually is begins to widen into a dangerous chasm. And the more Donnie takes on the role of hoodlum and is pulled into the violence, the more he begins to see himself as no different from Lefty Ruggiero. In this delicate and dangerous duel between family, FBI and a fierce but unwanted gangland friendship, Donnie Brasco's loyalties and spirit are put to the ultimate test.

Donnie Brasco, directed by Mike Newell is based on the book Donnie Brasco, My Undercover Life In The Mafia by Joseph D. Pistone with Richard Woodley, which was the source for the screenplay by award-winning writer Paul Attanasio (Quiz Show, Disclosure). Donnie Brasco is produced by Mark Johnson, Barry Levinson, Louis DiGiaimo and Gail Mutrux. Patrick McCormick and Alan Greenspan are the executive producers. The film is a Tristar Pictures and Mandalay Entertainment presentation.

The film stars Al Pacino in an ironic, self-examining performance that puts a new spin on his classic portraits of gangland heroes. Unlike Pacino's previous mob roles, Lefty Riggiero is not bigger-than-life; he is just a beaten down, two-bit criminal whose very existence exposes the hypocrisy and absurdity of the gangster mythology.

Pacino is joined by Johnny Depp, who plays Donnie, the agent trapped in the dangerous spaces between his real and undercover identities. Donnie's jonrney is not the usual one for Johnny Depp taking Depp into a complex maelstrom of mind-games and conflicting emotions.

Anne Heche takes on the film's major female role as Donnie's steadfast wife, Maggie - a woman who must walk a very thin line between loving her husband and fearing his secret undercover life. The closer Donnie's mob lift comes to touching their family, the further Maggie must distance herself from him, despite her need for him.

Pacino, Depp and Heche are joined by a cast that includes Michael Madsen, Bruno Kirby and James Russo as "Sonny Black," "Nicky9' and "Paulie," the loyal wiseguys who Donnie and Lefty both despise and respect for their own very different reasons.

The true story of Donnie Brasco's high-stakes struggle between friendship and loyalty to his true self came to Newell almost two decades after FBI Agent Joe Pistone went into deep cover as Donnie Brasco to infiltrate New York's infamous Bonanno crime family.

Producer Lou DiGiaimo had known Pistone in high school and continued to socialize with him as an adult, but DiGiaimo never knew the truth about his friend's job until Pistone hit the headlines. I had no idea he was working for the FBI, admits DiGiaimo. We used to play basketball two or three times a week and then one day be just disappeared without a trace. About six or seven years later, all the New York papers had a front page story about this FBI agent who went undercover in the mob, and they kept wing the name Pistone. At first I thought it was a joke. I was thinking, can it really be Joe? A few days later he called me and we had dinner. I told him right then I thought his story would make an incredible book and possibly a movie. He hadn't thought about that yet and he just said 'Well, we'll have to wait until the trials are over.' That took four years."

The book Donnie Brasco: My Undercover Live in the Mafia by Joseph D. Pistone with Richard Woodley was published in 1989. Recalls producer Mark Johnson: "We were in the middle of Rain Man when Lou DiGiaimo brought us this fascinating book and it seemed very much worth developing into a screenplay." Johnson and his partner Gail Mutrux were so impressed with the potential in the story, that Mutrux immediately set out to find a writer, commissioning Paul Attasio with whom Johnson and she would subsequenfly work with on Quiz Show.

"I was looking for someone who had a real street sensibility, who could mix humor into the drama, who could see the poignant story of friendship and betrayal at the core of this Mafia drama," says Mutrux.

Ultimately, Johnson and Mutrux were excited by putting together a film that breaks the mob genre mold. "Donnie Brasco really distinguishes itself from mob movies because it is absolutely character driven," explains Mutrux. "It is really about two key relationships - between Lefty and Donnie and Donnie and his wife Maggie. There is plenty of action, but it's the relationships and dilemmas the characters face around the action and moments of violence that drive the movie."

"It's also about a different side of the mob, not the royalty of The Godfather, not the middle class mob of GodFellas but the bottom rung of the mob, what Mike Newell calls the soldiers guys who don't really have this big mob mythos to hang onto."

In seeking a director, the producers used counter-intuition. Rather than choose an American director close to the mob genre and its conventions, they instead thought of Mike Newell -- despite The fact that he is a native of England and has made lush, lyrical and funny movies set primarily in the English and Irish countryside: Four Weddings and a Funeral, Enchanted April, Into The West.

States Mark Johnson: "We all felt very stongly that Mike Newell could understand what was most important about this story: the vibrant characters and the both funny and tragic situation they find themselves in. I also think there's something appropriate about having an Englishman direct this movie because sometimes an outsider can see and reveal things about an American way of life that a native would miss. When I first went with Mike to Brooklyn for location scouting, it was like going on a sociological expedition. He was doing actually a kind of submersive research - for him, he might as well have been on Mars."

Newell enjoyed his initiation into the American underground more than expected - gaining an inside understanding of Donnie Brasco's ambivalent split between loathing and loving Lefty Ruggiero. "I spent some time in Brooklyn where these guys are still running the same kind of businesses they always have: gambling and loan sharking and so on,' explains Newell. I would go out on the weekends, drink and eat with them and hang around in their social clubs. Obviously there was a lot they wouldn't show me, but I saw as much as I could. It was like being let into the heart of the tribe. They were very generous to me and I became very fond of them, so I had to remind myself that they also did horrendous things, that these men that I was having such a good time with were also... well, I didn't really want to know."

Newell likens the appeal of the mobster to that of primal throwbacks from an earlier time: "They're like unruly children," he says "They'll do the most charming things and then they'll do the most savage things, sometimes almost in the same breath. They are also very medieval -- a lot of the way the mob works today comes direcfly out of Medieval Sicily. They are hard and fierce and uncomprornising. This is the world that Lefty lives in. People talk about the mob loyalty and discipline but it is a world that is both full of rules and totally chaotic, where fidelity to your friends is everything yet everyone is actuatly in hock to one another and in fear of one another and cheats on one another. And in the midst of this, Lefty decides to trust Donnie Brasco."

When it came to casting Donnie Brasco's main characters, there was little question about who would play the role of Lefty Ruggiero.

Explains Mark Jobnson: "From the moment we saw the first draft of the script it was clear to all of us there was only one actor who could play the part of Lefty, and that was Al Pacino, who was indeed the first actor we went to. Over the years it took to get the film made, a lot of other actors got interested in the role. But we always felt Al was the foundation of the movie, and we were willing to keep it on hold unifi Pacino was ready. Now I think it comes at the perfect point in his career."

Finding an actor to play Donnie Brasco came almost as quickly. "The only actor Mike Newell met with for the part was Johnny Depp," says Mutrux. "We all agreed he is one of the most talented actors of his generation. And for Johnny this was a chance to go in a different direction. Most othis roles have been very impulsive and emotional, but Donnie Brasco is a man who must stay repressed, because the moment he actually reveals anything true about himself, he is endangering his job and his family, he's a dead man."

Depp also had the opportunity to work with the real-life Donnie Brasco in creating the role. Joe Pistone joined the cast and crew on the set as an advisor. Says Pistone: "Several of my relatives came on the set and have said that it was really eerie how much Johnny sounds like me and how he moves and walks like me" Pistone says he has an ironic empathy for what actors go through: "I had to be on everyday as Donnie and it was a life or death situation, because you never get a second take in the movie business, if you make a mistake you do it over again. But I had to be on the mark every day so to speak."

Joining Pacino and Depp is newcomer Anne Heche as Donnie's wife, whose complex relationship with Donnie provides a tense and poignant counterpoint to Donnie's deepening relationship with Lefty Ruggiero. Heche explains her character like this: "Maggie Pistone is in a position similar to a lot of married women: she has a husband who supports the family financially, but is rarely home, and when he is there, he won't talk with her, he can't let her in. I think she sees it as a work vs. family issue, and she thinks Donnie is failing to put family first. No mater how important his work is for the FBI, she wants him home". Like Depp, Heche had the advantage of being able to meet her real-life counterpart, sitting down with the real Maggie Pistone one morning for breakfast. "She just really confirmed for me the sense of frustration of being totally out of the loop with her husband and the deep effect it had on all of their lives," states Heche. "I mean I really got a sense of what it was like to spend six years of not ever knowing where her husband was, or when he was going to show up, or whether he might be killed. Six years of that can be pretty hard on even the most committed and loving wife."

Once the three main chaaacters were m place, the filmmakers cast the other mob soldiers: Sonny, Nicky and Paulie. Says DiGiaimo: "We were looking for a group of fine actors who hadn't done a lot of mob movies. We always knew the role of Sonny would be the hardest to cast because he's the one who gets promoted, over Lefty, to become their leader. We were very pleased to cast Michael Madsen."

States Madsen: "Sonny's an up-and-comer: he's going from nowhere to somewhere. And the thing is that even though Sonny and Lefty are supposed to be friends, there's this unspoken thing that your friends are your friends until something goes wrong, and then it's usually your best friend who is gonna do you in."

Bruno Kirby was cast in the role of Nicky, who always hopes to save his neck with a well-timed joke. "I was in Godfather Part II and I thought I would never be in a mob movie again because it had all been done," Kirby admits. But when I read this I thought, now here's a project that really shows a different kind of mob, the more small-time, day to day hustling aspects of these guys - and then put that together with a cast that includes Al Pacino, Johnny Depp, Michael Madsen and James Russo, that was a big draw for me. And Nicky is very interesting. He has this wonderful thing about him where be really believes that if he can make enough people laugh in life, and have a good time around him, in a world where guys are always getting knocked off, he'll never get knocked off."

James Russo was cast in the role of Paulie, who always keeps a close eye on Donnie says Russo: "Patlie is the quiet one in the bunch. He takes a back seat to all the chaos, he's distirtsting. He's closest to Sonny because they've been friends for a long time but I don't think a guy like Padie ever trusts anyone completely and he certainly doesn't trust Donnie.

Donnie Brasco was shot in New York, New Jersey, Florida and on a stage at The Brooklyn Armory.

Art director Jefferson Sage explains the film's visual concept: "Production designer Donald Graham Burt initially conceived the film as a series of islands. Brooklyn is the territory the gangsters get assigned to, Manhattan is the big prize, but they get bumped out of there, and they regret it because if you're a mobster, Manhattan is the choice place to be. But they wanted something better and that becomes Florida. So we had three locafions and Don was interested in reinforcing the contact between them. Brooklyn is very brown and gray and the lines are low and horizontal. Don was trying to keep shots in there that showed low bridges and industrial buildings and warehouses. Manhattan, by contrast, is vertical, with tall alleys that show the depth of the city as a street would wind down and out of sight. He wanted to stress fire escapes and verticality, slices of sky as opposed to an open sky. The other thing he wanted to do in Manhattan was really feature the view across the rivers. Stress the geographical element of the East River that divides them."

Sage continues: "Florida, on the other hand, was the promised. It's bright and colorful and a new start for these guys. Here was a whole new turf that was virtually wide open for them to exploit. It was exotic, warm and easy. But then that gets closed off to them and it makes coming back to Brooklyn twice as bad - you know, in the depths of winter and all that."

Costume designers Aude Bronson-Howard and David Robinson designed the wiseguy look of the 70s for the film. "You have to remember that nobody wore real fibers, no cotton or wool in the 70s. One of the great measures of whether the actors felt good in their clothes was if they went "Yuck" because they're so unused to wearing polyester," says Bronson-Howard. "So we put everyone in the most disgusting polyester and they loved it! These guys are not rich wiseguys, so a lot of their clothing should look like the tag's still hanging off it more or less."

Adds Robinson: "We also avoided using any strong colors in New York, only brown or grey. I think what Mike Newell wanted was that when they arrive in Florida, at first it would look like they're still in Little Italy but little by little they would adapt. Then it's-bright colors. Pastels. We really lay it on thick in Florida. It's like, 'Wow, we can take on the world."'