TriStar Pictures presents a Mulholland Productions/Baltimore Pictures Production starring Warren Beatty and Annette Bening in a Barry Levinson Film, "Bugsy." Produced by Mark Johnson, Levinson and Beatty, directed by Levinson and written by James Toback, it also stars Harvey Keitel, Ben Kingsley, Elliott Gould and Joe Mantegna.

Filmed on location in the greater Los Angeles area, "Bugsy" chronicles the life of the magnetic Ben Siegel, who, driven by reckless energy, romantic passion and inventive energy, created Las Vegas.

Siegel risked the fortunes of his underworld partners -- as well as his own life -- to complete the Flamingo Hotel, named after Virginia, 10 miles from the nearest building in downtown Las Vegas. The hotel cost $6 million, six times the budget originally approved. But Bugsy could not compromise on the creation that he knew would be his legacy. To his partners, money was an end, the means used to achieving it acceptable in direct proportion to the profit. To Bugsy, money was only a means, a necessary tool in the building of an idea.

Driven by sex, risk, danger and, finally, love, Bugsy camouflaged his psychopathy with a ferocious charm. In spite of Lansky's warning -- "Famous isn't good, Ben. For Clark Gable it's good. For Joe DiMaggio it's good. Famous for you is not good."- -he became a media celebrity because he was as appealing as he was dangerous. "Bugsy" is the saga of his Hollywood and Las Vegas years.

With Meyer Lansky (Ben Kingsley) and Charlie Luciano (the late Bill Graham), Bugsy Siegel (Warren Beatty) runs the rackets in New York. Leaving his wife and two children behind in the affluent New York suburb of Scarsdale, Bugsy is sent by his partners in crime to Los Angeles, where he is met by movie star George Raft (Joe Mantegna). Visiting George's movie set, Bugsy is captivated by the beauty and independent wiseguy wit of actress Virginia Hill (Annette Bening), who is the girlfriend of Joey Adonis (Lewis Van Bergen), one of Bugsy's compatriots.

Bugsy, aided by the goofy but dangerous Mickey Cohen (Harvey Keitel), fulfills his mission and takes charge of the L.A. rackets from Jack Dragna (Richard Sarafian). He lives a glamorous, Hollywood high life, but Virginia is his true pursuit and his obsession.

They connect and disconnect, inspire and enrage each other, make love and make war. They also join forces as the builders of Bugsy's dream, the Flamingo, an increasingly dangerous and, finally, life-threatening enterprise. As pressures of time and money converge on Bugsy, he remains buoyant, oblivious and passionate about love and life.

"He was a celebrity in a town of celebrities," explains director Barry Levinson. "He was like a movie star. That was his perception, and that was the reality of Bugsy. The way he dressed exhibited a real flamboyance. He was referred to as a 'sportsman' in the newspapers.

"Warren plays Bugsy with an elegance that's basic to the character. The character is charming, intelligent, a woman's man. He also has a dark side and very complex human frailties."

Warren Beatty approached screenwriter James Toback seven years ago to develop a script about the famous gangster.

"I think it was his relationship to Hollywood that interested me the most," says Beatty. "He was infatuated with Hollywood to a degree unlike any gangster before or since. I think he really would rather have been a movie actor than anything else.

"Gangsters tried to copy Hollywood as much as Hollywood tried to copy the gangsters. Filmmakers were very impressed by gangsters and the other way around. They were all part of the romantic swirl of American drama."

Bringing "Bugsy" to the screen was a physical challenge as well as a creative one.

"I don't know whose folly was grander, Bugsy's or ours," says producer Mark Johnson. "We built this hotel in the middle of nowhere, and we were up against the same conditions that he was. The single most destructive element was the wind. We had gusts up to 60 miles per hour. We had signs blow away. We had grass blow away. Who in the world would ever build a hotel in the middle of the desert?"

Benjamin Hymie Siegel was the name. Ben to his friends. Mr. Siegel to strangers. "Only guys I don't like call me 'Bugsy.'" To them he was happy to demonstrate why J. Edgar Hoover called him "the most dangerous man in America."

Bugsy was certainly a danger to Joey A., whom he brutalized over an insult to Bugsy's love -- and Joey's former girlfriend -- Virginia Hill. Hill was the dream of Bugsy's romantic life and the inspiration for his greatest achievement. If their love often looked like yet another kind of brutality, it was due to the dread each of them felt at the thought of losing the other, a dread which was quickly transformed into mutually homicidal furies of jealousy.

"I think she was attracted to the challenge of him," Bening says of the woman whose early rural life paralleled Siegel's urban upbringing in its poverty. "Her first boyfriend was a member of Al Capone's gang, Joe Epstein, whom she met when she went to Chicago when she was just a kid. She had many relationships with other gangsters, including Joey Adonis, before she met Ben.

"I think he appealed to her because he didn't take any guff. Most every other man she knew, she'd been able to dominate. She really wanted to dominate him as well, but the fact that she couldn't was a real turn-on."

They also shared a fascination for the glitz and glamour of the movie business and all its celebrated citizens.

"They both had this thing for Hollywood," notes Bening. "She was an actress. She took acting lessons, voice lessons, got some small parts in pictures. He always wanted to be in the movies. In many ways he was more of a celebrity than any of the famous actors he hung around with. He was the real thing."

Born in Brooklyn, Siegel counted future movie star George Raft among his boyhood friends. He was also befriended by an older and far shrewder boy named Meyer Lansky, who introduced the tough street kid to the menacingly monikered associates known as Murder Incorporated. Siegel rose through the ranks of Murder Inc., a coalition of Italian and Jewish gangsters, to become the wildest and most feared of its members. The Jewish branch of the organization came to be known as the Bugs-Meyer Gang. But it wasn't until he arrived in Hollywood, with the job of taking over the L.A. rackets, that Bugsy finally felt at home.

"We decided to focus the film on the last years of Bugsy's life," explains Toback. "When I first sent Warren a draft of the script, it covered everything and would have taken a weekend to watch.

"Warren -- and then Barry, whom he approached to direct it -- and finally I, too, decided that the most interesting period was from the time he came to Hollywood through his creation of Las Vegas, and by condensing it to that shape, we arrived at a balanced length."

"We had just finished what for Barry was a very personal movie ('Avalon'), and I think he was receptive to doing something different," says the director's longtime collaborator, Johnson. "What Barry responded to in this script was what he always responds to -- characters."

"Hollywood has often been accused of glamorizing the gangster and perhaps rightly so," says Levinson. "But what we have here is the gangster who used the glamour of Hollywood to disguise himself, to hide his darker, violent, sociopathic behavior. He used the glamour to further his own ambitions. He moved easily within the Hollywood community using his charm, his good looks and his almost star-like quality to mask the real man -- a man who was capable of killing. We didn't want to simplify the character of Bugsy Siegel but rather challenge the audience, to say, 'Here is the man, you decide how you feel about him.'"

Bugsy's world was populated by an engaging array of gangsters and glitterati. Beatty, Levinson, Toback and Johnson assembled a remarkably diverse and accomplished cast to fill those roles. Certainly one of the key elements was casting Virginia Hill.

"Virginia Hill was a woman Bugsy could never get ahold of, a woman who was able to give back every bit of crap Bugsy gave," says Levinson. "What Annette Bening brings to the character in addition to her own personal strength is intelligence and a great sense of humor."

Coming from her critically praised performance as a beguiling con artist in "The Grifters," Bening found in Virginia a character she could admire.

"She was a woman with a lot of guts," says the actress. "She knew how to talk and stand up to men. She had a mind of her own. She was very liberated, had lots of relationships. But when she met Ben, she really fell in love and wanted to be with him only.

"I think there's no way you can play characters without liking them. You have to get behind their eyes and look at the world from their perspective. Everything that I read about her revealed a woman with an incredible joy of life. She was volatile and foulmouthed but also big-hearted and lots of fun."

The link between Bugsy's rowdy youth and his entree into the elite circle of cinema stars was George Raft.

"Raft knew how both sides lived," says Mantegna. "He grew up with these guys from Hell's Kitchen in New York. I think even after he made it big as a movie star he felt more comfortable around guys like Ben Siegel. George was a little more rough around the edges than a lot of the other stars he worked with."

For the role of Meyer Lansky, the filmmakers needed an actor of grand stature who projects a calm, complex intelligence and turned to Ben Kingsley, who has had some experience embodying greatness. For an actor known for portrayals of historical figures, Kingsley puts surprisingly little emphasis on research.

"I think actors aren't biochemists," he explains. "We are intuitive, and there are some roles we can put on like a glove. I only had about 10 days to prepare for this part once I was cast. But I had a good feeling for the period, and I worked on my New York accent."

He also did some reading about the man who was known as "the Brain."

"Meyer was about 14 when he met Ben, who I think was about four years younger," says Kingsley. "Ben was like a weapon that if pointed in the right direction could be very useful. Meyer wanted that in his arsenal, and Ben proved a valuable asset."

"Meyer was a diplomat, but he was extremely ruthless in the way he executed his ideas and his plans, so he didn't surround himself with weak people. I think this was the basis for his relationship with Ben."

For Bugsy's volatile partner in the L.A. rackets, Mickey Cohen, the filmmakers chose Harvey Keitel.

"Mickey Cohen was always his own man," relates Keitel. "He was a very intelligent, powerful guy. He was very interested in learning to speak proper English. He hired someone to teach him better usage, expand his vocabulary. I think that gives a hint about the guy."

In contrast to Kingsley's intuitive approach, Keitel utilized every available resource in researching Cohen.

"I watched tapes of him, listened to cassettes of his interviews for the book he wrote, 'In My Own Words.' He was a very dapper young man. That may have been an aspect of him that appealed to Bugsy."

Such a talented ensemble might be daunting to a director of lesser talents. Levinson's grasp of the characters and their context allowed a free exchange of creative input from both sides of the camera.

"The feeling that you have with Barry is, 'Here is a person with impeccable taste,"' says Beatty, expressing the confidence that the cast had in Levinson's judgements. "You're a little less fearful of embarrassing yourself, of going too far. I always had the feeling that I could trust his opinion. He has a very accurate eye and a great sense of what's appropriate within the framework of a particular scene."