BUGSY is an elegant, knowing, but ultimately heartless homage to the bygone glamour of Hollywood and Vegas. Director-star Beatty portrays gangster legend Benjamin "Bugsy" Siegel as both a romantic visionary and a psychopathic killer--a raw mass of contradictory impulses. Bugsy Siegel (Beatty) arrives in California, charged with taking over the various LA rackets. Seduced by Hollywood's tacky glamour, he is soon romancing starlet Virginia Hill (Bening) and concocting a plan to build a luxury hotel and casino on an unpopulated expanse of Nevada desert--the roots of modern-day Las Vegas. As the cost of building the Flamingo soars to $6 million--six times the budget originally approved by his partners--Bugsy runs into increasing conflict with his superiors, particularly his mentor, Meyer Lansky (Kingsley). Levinson's direction is brisk and, for a film largely about the allure of glamour, suitably flashy. Toback's script, if hardly profound, occasionally manages a colorful incident and some spiky dialogue. An impressive array of actors, meanwhile, help out with crisp performances. As opposed to the well-played if little-seen supporting characters, however, Siegel, who is everywhere, comes across as a two-dimensional, almost cartoon-like figure--someone it's impossible to really care about. By the time this rambling film finally chunters to its conclusion, the only point Levinson, Toback, and Beatty can make is that Bugsy was right that Las Vegas was a money-making proposition.