BUGSY (1991) *** 1/2

In New York we notice that dashing, womanizing Bugsy has already fallen--for himself. In Lotus Land he falls intensely for the Californian way of life, for unvirginal Virginia Hall, sub-starlet and moll de luxe, and later for an obsessive dream: to create a casino-hotel (the Flamingo) in the sands of a Nowheresburg called Las Vegas.

He does it, with sublime disregard for practical considerations, budgets, book-keeping practices and for his lady love's siphoning off some 2 million dollars, a bing chunk in the mid-40s. In 1947 he pays with his life.

The gangster-visionary's tale is prettified, glamorized, simonized, witticized, ironed out and ironized, romanticized, estheticized and sanitized. BUGSY is a bastard relative of "real" gangster movies, but then it is to its very unrealisms that it owes its considerable charm.

The movie is a sleek conjunction of talents. James Toback, with humorous disregard for tawdry reality, composed a chic, agile, dialogue-conscious screenplay. Barry Levinson (RAIN MAN, DINER, TIN MEN, AVALON) brought his sense of intimacy and his love of retro-viewing.

Luscious Annette Bening shows a temperament so mercurial and varied that Bugsy seldom knows where he stands. She's a revisionist fabrication with movie sex-appeal, a pre-feminist figure with an alluring figure. Her message might be: "I'm a slut--but so much better and smarter than my mafiosi, my horny bullfighters and my phony creeps-about-town."

Warren Beatty of course has been media-manufactured as the Silver Screen Playboy par excellence, by now the aging Don of Don Juans but still the Stakhanov of Sex. He is also an SS, a Strabistic Star, one of the charmers with misaligned eyes ( Bette Midler, Barbra Streisand, Karen Black, Burt Reynolds and others), where vagueness of gaze guarantees beguilement.

Some of this irresistibility is retained in BUGSY--as a send-up of the Beatty persona. Otherwise,the superstar brings here the eagerness of his best roles, as in BONNIE AND CLYDE, MCCABE AND MRS. MILLER, THE PARALLAX VIEW or REDS. His Bugsy may well be his best and most richly nuanced performance.

In conception and execution Beatty keeps you involved--not because he is really interesting but because he is well-scripted, quirky, unpredictable and unboring. Bugsy has social as well as movie-acting ambitions. He keeps running his own screen test in his home. His language and speech patterns are special. A self-improvement freak in mind and body, he works on his diction, learns new words daily ("this effete count") and corrects people who confuse "uninterested" and "disinterested." (Toback was probably inspired by the films of Jean-Luc Godard).

Bugsy is a roller-coaster ride of manias, of wants treated as needs, of illusions and delusions (like a hare-brained notion of going to Italy, meeting Il Duce Benito Mussolini, then killing him!), of inspirations and confusions. The script is a go-go-go affair, the screen is busy, busy, busy--all in keeping with this weirder-than-life, never-a-dull-moment Bugsy.

Bugsy is married, with children, back in Scarsdale. It is clear that the Scarsdale diet cannot compete with Virginia's Angelenian delicacies. Returning temporarily to his legitimate family, Bugsy is caught between birthday preparations and the Mob's visit in a broadly comic-sad sequence worthy of a Feydeau farce.

Early on, the film reaches a point where it's just one step removed from the fancifulness of a big MGM musical. Its violence is rather stylized and undisturbing, its body count quite modest, considering ... The movie, less estheticized but more glamorized than BONNIE AND CLYDE, is almost like something made for a 1930s audience, for the kind of Depression public that would be dazzled watching the lifestyles of the rich, famous, and naughty.

Some real-life gangsters and many movie hoods were admired then as rebels or semi-Robin Hoods, no matter how many disclaimers the 1930's films printed on the screen or how many bad guys ended up in the morgue. This came through clearly in BONNIE AND CLYDE. What comes subliminally through to BUGSY's audience is that the man's hoodlumism was small potatoes compared to today's media-heightened awareness of monstrous killers, massive frauds and thefts, colossal bank scandals, epic corruption and petty dishonesty. You can therefore enjoy BUGSY without a pleasure-stealing burden of moral disapproval.

Bugsy dominates the film, from the violent opening in the New York underworld to the crass, tacky and showy Southern California netherworld. Still, this is done without prima donna casting. Other characters compete for our attention too.

Besides Annette Bening there is Ben Kingsley doing his Meyer Lansky with a powerful, quiet presence and a perfect accent. Harvey Keitel, one of the creme de la creme American actors, is terrific as Mickey Cohen, the Los Angeles hood who goes from foul-mouthed antagonism to Siegel to becoming his friend and factotum. Interestingly, Keitel had himself played a very different Bugsy, opposite Dyan Cannon, in a rather good TV movie, THE VIRGINIA HILL STORY (1974).

In a smaller part, Elliott Gould is dimwit hood Harry Greenberg, a sad sack with no future. He plays him as an Akim Tamiroff imitation. It's brilliant in its dumbness. And so on down the cast. Joe Mantegna impersonates Hollywood star George Raft, best friends with Bugsy since childhood. Mantegna looks nothing like the single-voice-and-face expression dumdum Raft. Mercifully, he has few lines, so that he might pass for that then-inexplicably popular actor.