Plot
Gangster Benjamin "Bugsy" Siegel (Warren Beatty), who works for the New York mob, goes to California and instantly falls in love with Virginia Hill (Annette Bening), a Hollywood starlet. The two meet for the first time, when Ben visits his friend, the actor George Raft, on a movie-studio set. He buys a house in Beverly Hills from opera singer Lawrence Tibbett, planning to stay while his wife and two daughters remain in the New York suburb of Scarsdale.
As a representative for his associates Meyer Lansky and Charlie Luciano, Siegel is in California to muscle control of betting parlors away from Los Angeles gangster Jack Dragna. Mickey Cohen robs Dragna's office one day, and is confronted by Siegel. Dragna claimed losses of $56,000; Cohen admits to robbing $42,000. Siegel theorizes he should be in business with the guy that did the robbery, not the guy that got robbed. Mickey Cohen is put in charge of the betting casinos; Jack Dragna is forced to admit to a raging Ben, that Jack stole $14,000 from the New York Associates, and is told he now answers to Cohen.
A humiliated and degraded Jack Dragna leaves the house. "Everybody needs a fresh start," says Ben, to the departing Dragna. A suddenly quiet Ben Siegel returns to the dinner table to eat his cold scampi. After having had an earlier argument about Virginia's sexual trysts with drummer Gene Krupa, and a variety of bull fighters, Virginia makes a romantic move on Ben, in the dining room.
On a trip to Nevada to visit a dive gambling joint, Siegel comes up with the idea for a casino in the desert. He acquires funding from head mobster Meyer Lansky (Ben Kingsley) and other New York mobsters who approve the deal for $1 million. The funds are approved when the associates make an unannounced visit to Siegel at his Scarsdale, New York Home. Ben is caught in the middle of preparations for his daughter Milllicent's birthday celebration. His wife, Esta, is full of marital frustration; Daughter Millicent feels abandoned on her birthday; Associate Meyer Lansky is conflicted between wanting to fund Ben's Casino-Hotel and worrying about Ben's obsession with wanting to kill Mussolini.
Bugsy puts Virginia in charge of accounting and begins construction of the Flamingo Las Vegas Hotel Casino, Las Vegas, Nevada, but has no sense of control and the budget soon rises to $6 million. Bugsy tries everything to ensure it gets made, even selling his share of the casino and most of his belongings.
Bugsy returns to the East Coast for the party for Charlie's trip to Italy. Charlie says "Congratulations Ben. Virginia will make a great wife. But I hope you know what you're doing." Bugsy pummels Joey A. at the party, for a previous insult made regarding Virginia.
Bugsy is visited in Los Angeles by former associate Harry Greenberg. Harry has ratted out his old associates to save himself. Harry has also run out of money, from a combination of his gambling habits, and being extorted by the prosecutors who want his testimony. Ben is Harry's last and only friend. We don't see Ben kill Harry, but there is a gunshot, while Virginia waits in the car.
Ben and Esta are out to dinner in a restaurant with their two daughters. Ben suggests that maybe the anticipated move to California is not such a good idea. Esta and Ben have a confrontation in the women's restroom, away from earshot of the children. "You want a divorce! Say it!! You want a divorce!" Esta screams in Ben's face, slapping him several times. Ben has a guilty look on his face, as he watches their cab drive away from the restaurant.
Bugsy is arrested for Harry Greenberg's murder. But incarceration is short. The only witness is a cab-driver who dropped off Harry in front of Ben's Beverly Hills house. The cab driver is escorted to the train station by Mickey Cohen. Meyer is waiting for Ben outside the jail. Meyer has a satchel of money that he gives to Ben. "Charlie doesn't have to know about it," he tells Ben. But he also tells Ben, "I can't protect you anymore."
Upset about the costs, the fact that the casino is a failure, and that $2 million of the budget is unaccounted for, Meyer Lansky asks Bugsy to meet him in Los Angeles. Bugsy discovers that Virginia stole the money but tells her to "keep it and save it for a rainy day" rather than return it. He then calls Lansky and tells him never to sell his share of the casino and that he'll live to thank him someday.
While in his home back in L.A. later that night, Bugsy is killed by several gunshots. Virginia is told the news back in Las Vegas and becomes upset, rushing out of the casino. The final text before the credits states that she returned the missing money a week later and committed suicide at some point after that. It also states that by 1991 the $6 million invested in Bugsy's dream of Las Vegas had generated revenues of over $100 billion.
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