Bugsy is a character study of mobster Benjamin "Bugsy" Siegel wrapped up in a gangster movie. Siegel (Warren Beatty in a flashy performance) arrives in California in the Forties, assigned to oversee the L.A. rackets. He is quickly seduced by both the glamour of Hollywood and actress Virginia Hill (Annette Bening), whom he romances despite being unable to leave his wife and children. Siegel soon has a vision to transform a barren stretch of Nevada desert into an oasis of gambling and entertainment -- the seeds from which Las Vegas was sown. Funded by his gangster bosses, including Meyer Lansky (Ben Kingsley), the flamboyant Siegel sees his budget soar past its original $6 million, a problem compounded by the fact that Virginia has embezzled $2 million of it. In trouble with his superiors, Siegel flies back to L.A. to face the music, telling Virginia to keep the money. He would not live to see his dream of Las Vegas come true. The film is fast-paced and well-directed by Barry Levinson, with an intelligent script by James Toback and excellent support from Kingsley and Harvey Keitel as gangster Mickey Cohen.