The original The Godfather (1972) and its 1974 sequel, The Godfather Part II, exist on the same “unassailable” level of cinema history that's typically reserved for only a handful of other films, including Citizen Kane. These are the rare movies that carry the kind of reputation that few people would ever dare challenge. Perhaps that’s why a lot of people, especially the ones loudly declaring The Godfather's greatness, seem to ignore the very existence of The Godfather Part III.

Francis Ford Coppola returned to the well of his greatest commercial and critical success in 1990 for The Godfather Part III, and it promptly became an unwelcome addition to an accomplishment that by all accounts was already perfect. Much of the negative attention was directed at the fact that Coppola cast his daughter Sofia (who was not then or now an actor) in a pivotal role, and generally repeated too many elements of its predecessors to comparatively hollow effect.

As the film celebrated its 30th anniversary in December 2020, Coppola finally delivered The Godfather Coda: The Death of Michael Corleone, a version of the film that most closely approximates the director's original vision for a conclusion to The Godfather saga. But even if a new, mercifully shorter version doesn't repair all the problems that audiences had with the film in its original form, there are a lot of details that explain what happened, including why it was made, what Coppola’s original ambitions for it were, and why some of them didn’t pan out. Check out just a few of the behind-the-scenes stories that led to a complicated finale for one of film history’s most acclaimed series.

1. Francis Ford Coppola had no plans to make a third Godfather film.

After The Godfather and The Godfather Part II, Francis Ford Coppola thought that the saga of the Corleone family was complete and had no intention of making Part III. But after the making of One From The Heart in 1982, Coppola found himself in such a dire financial situation that he agreed to Paramount’s request for another sequel.

2. Francis Ford Coppola and Mario Puzo wanted to give The Godfather Part III a dramatic title.

Inspired by films like The Bride of Frankenstein and an era in which sequels were given provocative titles, Coppola and Mario Puzo wanted to call this new film The Death of Michael Corleone, intending it to be an epilogue to the events of the first two films. Paramount forbid it and forced him to name it The Godfather Part III.

3. Francis Ford Coppola and Mario Puzo were given a bunch of completed scripts, but chose to start from scratch.

Coppola inherited a series of scripts commissioned by Paramount that went back as early as 1979, including one where Michael’s son Anthony was a Naval officer working for the CIA who facilitates the Corleone family’s involvement in an assassination attempt on a Central American dictator. He and co-writer Mario Puzo threw them out and started over from scratch, even though the deadline to have a completed screenplay was looming.

4. Francis Ford Coppola wanted The Godfather Part III to be more of a character study.

Paramount Home Entertainment

In the commentary track on the original cut, Coppola said that he wasn't interested in revisiting the violence of the first two films, and instead wanted to focus on Michael’s purgatory as a lonely old man fortified and insulated from the people he cares about by his ill-gotten success. Still, scenes like the murder of Joey Zasa gave Coppola an opportunity to stage a murder by a policeman on horseback, a sequence he always wanted to shoot.

5. Robert Duvall was written out of The Godfather Part III due to a salary dispute.

Despite Coppola’s intentions to reassemble as many members of the original The Godfather cast as possible, Robert Duvall balked after learning that Al Pacino was being paid “three or four times” what he had been offered. When they couldn’t reach an accord, Coppola wrote Duvall’s character Tom Hagen out of the script and created a new family attorney character played by George Hamilton.

6. The Godfather Part III featured many familiar faces both in front of and behind the camera.

While Duvall didn't return, Coppola did bring back as many other cast and crew members from the earlier films as he could, including Johnny Fontaine, played by Al Martino, and Jeannie Linero’s Lucy Mancini, the mother of rising crime boss and Michael’s nephew Vincent Mancini. He also once again used cinematographer Gordon Willis and editor Walter Murch.

7. Winona Ryder was originally cast in the role of Mary in The Godfather Part III.

A who’s who of up-and-coming Hollywood actresses were attached or considered for the role of Mary Corleone, Michael’s daughter, including Julia Roberts, Rebecca Schaeffer (who was murdered before she could audition), and Winona Ryder, who initially accepted the part before dropping out due to “nervous exhaustion.”

8. Andy Garcia had a lot of A-list competition for his role in The Godfather Part III.

Paramount Home Video

In addition to Andy Garcia, who plays the role of Vincent Mancini, the shortlist of actors in the running for the part included Alec Baldwin, Nicolas Cage (who also happens to be Coppola's nephew), Tom Cruise, Matt Dillon, Val Kilmer, Charlie Sheen, and Billy Zane.

9. Sofia Coppola was cast in The Godfather Part III at the last minute, and it didn’t sit well with some critics.

Sofia stepped into the role of Mary at the eleventh hour, a choice that invited complaints of nepotism against her and Francis. When those complaints were made public via outlets like Vanity Fair at the start of production, they impacted Sofia’s confidence and dogged the film as a whole. In the commentary track for the original cut, Coppola observed the parallels between the story of the movie and its making, saying "there is no worse way to pay for your sins then for your children to be included in your punishment."

10. Some critics claimed that Francis Ford Coppola reedited The Godfather Part III to cut Sofia’s role down.

Most film critics were not kind to Sofia Coppola following the initial press screenings of the film. Reports surfaced that, following negative reviews of the film, Coppola personally invited several film critics to come and watch the movie again. Those who did seemed to think that this final cut included some cuts to Sofia’s role. The New York Post reported that “Sofia seemed a tad less annoying” upon a second viewing and guessed that Coppola had “snipped between two and four minutes in his epic, presumably to improve the flow and perhaps tangentially to allay the Sofia Problem.” Similarly, Variety wrote that “It looks like Coppola has cut away from Sofia more quickly after her scenes. She doesn’t curl her lip or sneer so much after her lines.”

But legendary editor Walter Murch, who worked on the film, called these assertions “a mass delusion,” noting that, “There were refinements for the soundtrack, but there are no missing minutes of the film. The negative was not cut after the critics saw it.” A publicist for Coppola also denied that the director had contacted any critics asking them to see the movie again, and many of the country’s top critics at the time made it clear that they had never received such an invitation.

11. The Godfather Part III dated itself.

The Godfather Part III was supposed to be set in the time period between 1979 and 1997, although its then-current hairstyles and costumes date the film to 1990, when it was released.

12. Al Pacino’s hair became its own character in The Godfather Part III.

Paramount Home Entertainment

At the beginning of the shoot, there was a debate over Michael Corleone’s hair: Pacino wanted to keep it like it was in the first two films, but Coppola thought it should be evidence of the character’s age and stature—"like cutting Samson’s hair," he said. Coppola ended up cutting Pacino’s hair himself.

13. Most of The Godfather Part III was shot in Rome.

Most of the film was shot in Rome, with some exteriors and second unit shots in New York. After the Vatican refused to let the production film there, Coppola shot on a random redressed street to get the scene where Michael enters Vatican City in a vehicle to negotiate his business relationship with the Catholic Church.

14. Al Pacino and Diane Keaton had a complicated romantic history.

Not unlike their characters, Pacino and Diane Keaton shared a complicated history, having dated for several years after making the first Godfather film before breaking their relationship off. They were only able to move on after she accompanied Pacino to New York for the funeral of his grandmother, who died during production.

15. Martin Scorsese’s mom has a cameo in The Godfather Part III.

Martin Scorsese’s mother Catherine made a cameo in the film as one of the women who crosses paths with Vincent and complains about the disrepair of their neighborhood where he spent his childhood.

16. The Godfather Part III’s hospital scene was very personal for Francis Ford Coppola.

Coppola revealed that the scene where Michael is in the hospital after his diabetic stroke, and Mary and Anthony come to visit by his bedside, had some autobiographical elements. A similar incident had happened to Coppola, and he attempted to film the Corleone kids' visit in the same way that he remembered his personal experience.

17. The Godfather Part III provides some great cooking lessons if you’re paying attention.

Coppola liked shooting cooking sequences in all of The Godfather films, and thought they gave a good guide on how to make authentic and delicious Italian food. Despite its use as a pretext for Mary and Vincent to consummate their burgeoning relationship, Coppola suggests that their canoodling over gnocchi actually offers a good lesson in how to roll them, getting “the little dimple” that makes them especially delicious when cooked.

18. The ending you saw was not the way The Godfather Part III was supposed to end.

The original ending of the film that Coppola conceived involved Michael and Kay fully reconciling after decades of animosity, only for Michael to get shot while they go church for Easter. The more time that Coppola insisted on calling the film The Death of Michael Corleone, the more he became fixed on the notion that Michael would not die, and developed the current ending where he has to spend the rest of his life dealing with the loss of his daughter.

19. The Godfather Coda has a different ending.

Spoiler alert! The Godfather Coda cuts out approximately 15 minutes of footage and features a different ending—again, one in which The Death of Michael Corleone proves to be a misnomer when the character does not die, instead fading out to a title card reading “a Sicilian never forgets.”

20. Francis Ford Coppola’s father was The Godfather Part III’s composer.

Francis Ford Coppola and Al Pacino on the set of The Godfather Part III (1990).Paramount Home Video

The Godfather composer—and Francis’s father—Carmine Coppola died on April 26, 1991, a date Coppola claims was the same night that he learned he did not win the Oscar for Best Original Song. This particular fact isn’t true; the Oscars were held on March 25. But Coppola tells this anecdote with particular relish on the DVD commentary track as if it were his father’s act of revenge on the Academy—and in this case, printing the legend seems appropriate.