Until 2012, the decennial Sight & Sound list of the best movies ever made treated The Godfather and The Godfather Part II as a single entry in order to leave room for other masterpieces in its coveted top 10. Maybe it seems unfair that a single franchise would gobble up so much of the list, but both are deeply beloved by critics and filmmakers alike.

Yet Part II almost didn't happen at all. Beleaguered by the first film's shoot, writer/director Francis Ford Coppola was not interested in diving back into the studio-led chaos with sparring partner and uber-producer Robert Evans. Fortunately, Paramount changed Coppola's mind and gave him the artistic freedom to create an enduring classic about organized crime, family loyalty, and the American Dream.

To celebrate the 45th anniversary of what is arguably the greatest movie sequel ever made, here are 12 facts about keeping your friends close, but your enemies closer.

1. Francis Ford Coppola suggested that Martin Scorsese direct The Godfather Part II, but the studio wasn't interested.

Paramount Pictures

After The Godfather's tumultuous production, Francis Ford Coppola wasn't excited about diving back into the world of the Corleone family, but the studio wanted a sequel. So Coppola suggested they hire up-and-comer Martin Scorsese, who was fresh off of Mean Streets, to direct the sequel. "I knew this was a really smart idea. He was such a natural," Coppola later said of his pick.

Paramount disagreed, and eventually got Coppola to direct the sequel by letting him tell parallel stories that featured flashbacks into Vito Corleone's early life—and by agreeing to pay the director the (then) outrageous sum of $1 million (or just over $5 million in today's dollars), which Coppola had asked for as a bluff.

2. Robert De Niro had auditioned to play sonny corleone in The Godfather.

Rober De Niro made an indelible impact playing a young Vito Corleone in The Godfather Part II, but he almost played a far different role in the first film: Sonny Corleone. His audition is a far cry from how James Caan ended up playing the character in The Godfather, but it's still an amazing bit of acting bravado distilled into a markedly short amount of time. Producer Robert Evans was set on Caan getting the role, Coppola was set on Pacino playing Michael, and both castings became a compromise, leaving that De Niro kid out of the (original) picture.

3. Marlon Brando and Robert De Niro are the only actors to win Oscars for playing the same character.

In 1975, Robert De Niro won his first Oscar, for Best Supporting Actor. Coppola accepted the statuette on De Niro's behalf, calling it a "richly deserved award," without recognizing publicly that history had just been made. It's a record that remains. Actors like John Wayne and Jeff Bridges have been nominated for playing the same character (Rooster Cogburn between two versions of True Grit), but Brando and De Niro are the only ones to ever win for portraying the same figure.

4. An actor pulled a gun on Francis Ford coppola during an audition for The Godfather Part II .

After turning down the role of Luca Brasi in the first film, oddball actor Timothy Carey auditioned at Paramount Pictures where he pulled a gun out of a pastry box and shot Coppola (with blanks). The director reportedly loved it, but Carey didn't end up getting the part.

5. Robert De Niro only speaks eight words of english in The Godfather Part II.

Paramount Pictures

De Niro spent months studying the Sicilian dialect in order to play the role of Vito, since the character almost exclusively speaks in it. He also visited Sicily for research, saying, " Sicilians have a way of watching without watching; they'll scrutinize you thoroughly and you won't even know it."

6. An extra had the guts to improvise an important moment in The Godfather Part II.

During a scene in which Vito talks with Signor Roberto while walking down the street, a neighbor jumps in to greet Vito. The actor was Carmelo Russo, who was an extra and who was not supposed to talk. Coppola wasn't happy. It stayed in because De Niro found it endearing, a moment that showed the locals respected Vito and gave the scene an added texture.

7. The Ship that carried vito to America in The Godfather Part II is now a restaurant in philadelphia.

The Moshulu was built in Scotland in 1904, used to haul all sorts of goods all over the world, and was even taken over by Nazi pirates who used it to store weapons and ammunition. It eventually made its way into movies like Rocky and The Godfather Part II, where it can be seen porting Vito from Sicily to Ellis Island. Now it's a dining destination on the Delaware River.

8. The men who played the senators in The Godfather Part II were famous filmmakers and writers.

Coppola populated his senate committee investigating the Corleone family with an eclectic crew of Hollywood names making winking cameos. Low-budget pop master Roger Corman, Wild Bunch producer Phil Feldman, Oscar-nominated Western writer William Bowers, and sci-fi legend Richard Matheson all play unnamed senators.

9. The play within The Godfather Part II was written by coppola's grandfather.

It's well known that The Godfather trilogy is a family affair, featuring his sister Talia Shire, daughter Sofia Coppola, and music from his father Carmine Coppola. What's less well known is that Coppola honored his grandfather Francesco Pennino by including a musical play he'd written, "Senza Mamma," in the film. The musical is about a young man who travels to America for love, but has to leave his mother behind to do so. It was Pennino's connections to Paramount that got Coppola his entry into Hollywood.

10. The Godfather Part II was the last Technicolor film.

Technicolor started releasing films using its monochrome imbibition printing dye-transfer process in 1928, using a process first patented in 1880. The Godfather Part II is the last major release to use the process and, although there was a slight resurgence of interest in using it in the 1990s, Eastman Kodak stopped manufacturing the tools necessary for it in 1994.

11. James Cagney turned down a role in The Godfather Part II .

Coppola, with an eye toward cinema history, offered legendary gangster actor James Cagney a role in the sequel. It's easy to imagine his performance lending even more gravitas to the film, anchoring it immediately into a successive line of Hollywood crime films, but the reclusive Cagney refused to come out of retirement for it.

12. Francis Ford Coppola wanted Marlon Brando to reprise his role as the younger version of himself in The Godfather Part II.

Paramount Pictures

If Coppola had gotten his way, The Godfather: Part II would have seen Brando back as Vito, somehow playing a far younger man. Coppola reached out to the actor with a letter, where he asked Brando to join the production and explained that he'd told Paramount, "the movie cannot be made without you." Thankfully, the 49-year-old Brando refused the offer to play the 29-year-old Vito, and we got De Niro's powerful, star-making performance.