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In 1962, soon after his arrvial at the Atlanta State Penetentiary, New York mobster Joseph Valachi is accosted by fellow inmates and accused of being a police informant. Furious over the charge, Joe asks to speak with his longtime Mafia boss, Don Vito Genovese, who is serving time for the same drug charges that landed Joe in prison. Joe's request is refused, however, and after thwarting would-be assassin Salerto in the prison showers, Joe is sent to solitary confinement for protection. Later, Joe beats another convict to death, mistakenly believing the man was about to ambush him. Although prison authorities threaten to remove him from solitary confinement if he does not cooperate with federal investigators, Joe remains silent and again demands to see Genovese. The don, who is treated like royalty by the prison guards, is disbelieving when Joe insists that he did not set Genovese up and, after giving Joe the "kiss of death," puts a $20,000 price on his head. Hurt and enraged by Genovese's lack of trust, Joe finally agrees to talk with FBI agent Ryan and is transferred to another prison. There, Joe, now serving a life sentence, shares his past with Ryan: In 1929, Joe, who grew up poor in New York, lands in Sing Sing following a botched robbery. Sharing his cell are tough mobsters Tony Bender and Dominick "The Gap" Petrilli, who tell him about the sprawling criminal enterprise called Cosa Nostra and the warring Italian gangs that dominate the Eastern seaboard. Upon his release, Joe returns to crime and leads a small gang of thieves in a silk shop break-in. When one of his men tries to rob some unsuspecting passersby, Joe berates him, delaying his own escape. During the ensuing chase with police, Joe drives his getaway car into the nearby river. He then shows up, dripping wet, at the Italian restaurant where Gap, Bender and Cosa Nostra boss Salvatore Maranzano are dining. Joe disguises himself as a waiter and, with Maranzano's help, avoids arrest. Impressed by Joe's quick thinking, Maranzano engages him in a plot to eliminate Steven Ferrigno, one of rival gangster Giuseppe "Joe the Boss" Masseria's men. Joe rents an apartment near Ferrigno's, and with Bender, Gap and a hired gunman, watches his comings and goings. One night, when several members of Masseria's gang show up at Ferrigno's apartment, Joe tries to convince Bender to have them all killed at once. Bender refuses, however, saying that Maranzano ordered only one murder. Ferrigno is slain, and Maranzano, while acknowledging Bender's unquestioning obedience, commends Joe for his initiative. Soon after, during a meeting with his many underlings, Maranzano formally invites Joe to join his organization. Joe pledges his loyalty, burning a piece of paper in his hand to symbolize his commitment to omerta , the vow of silence. Maranzano announces that Gaetano Reina has been chosen as Joe's personal goombah , or crime mentor, and assigns Joe to be Reina's driver. Maranzano then declares that Masseria must be eliminated, as he has refused to make a deal that would end the gang war. Over the next few months, the war rages, until Reina is gunned down. During Reina's funeral, Charles "Lucky" Luciano, one of Masseria's lieutenants, shows up and offers to make peace with Maranzano. Maranzano refuses, and two months later, Masseria is slain by Luciano and Genovese, another one of his lieutenants. Soon after, Maranzano, now the undisputed boss of the New York underworld, brings all the mobsters together and spells out rules of conduct for his new "family." After demanding that his men "forgive and forget," Maranzano stipulates that no family member may attack another. The well-read Maranzano then picks Joe to be his driver. Ignoring his own rules, Maranzano orders Joe and Gap to kill Genovese, whom he suspects is plotting against him. Before Joe and Gap can carry out the deed, however, Genovese and Luciano arrange for Maranzano's murder. Worried that he may now be suspected of betraying his boss, Joe asks Reina's widow to hide him in her attic. While hiding out, Joe spends time with Reina's daughter Maria, and the two fall in love. Joe is soon cleared of suspicion and, with the blessing of Genovese, his new boss, becomes engaged to Maria. Joe receives a mob promotion, running slot machines in East Harlem, but is also obligated to participate in more killings. One of his victims is the husband of singer Donna Petrillo, to whom Genovese is attracted. Genovese makes Donna his mistress and oversees Joe and Maria's festive wedding. Years later, Genovese and Luciano are forced to flee New York to avoid arrest. During Genovese's exile in Italy, Joe grows more "legitimate," becoming both a restaurateur and a horse owner. At the same time, Gap becomes romantically involved with Donna. One day, Joe angers interim boss Albert Anastasia when he refuses to throw a race in which his horse is running, and the two fight. Although Joe ultimately wins the argument, he knows he has made an enemy of Anastasia. Genovese then returns to America and, aware of Donna's affair, has Bender castrate Gap. When Joe finds his friend writhing in pain, he reluctantly ends Gap's misery with a fatal bullet. Later, feeling that his cohorts are "closing in on him" but unable to break from the mob, Joe sends Maria and his young son away while continuing to work for Genovese. The FBI, meanwhile, decide to use Joe to get to Genovese and, posing as city officials, threaten to close his restaurant unless he gives them $30,000. Desperate, Joe asks Bender for a loan and agrees to meet him at the docks, where Genovese's next shipment of heroin is due. Police raid the docks, and while Joe and Genovese escape, they are later arrested, having been betrayed by both Bender and Donna. Back in the present, Ryan persuades Joe to testify before a Congressional hearing on organized crime. Although Joe, who now has a $100,000 price on his head, appears before Congress without incident, his televised testimony proves more show than substance. Depressed, Joe tries to hang himself in his holding cell, but is saved by Ryan. The agent then convinces Joe that staying alive will be the best possible revenge against the don.