"Twenty dwarves took turns doing handstands on the carpet." Terrific biopic of gangster Ben "Bugsy" Siegel's dream of building The Flamingo, kickstarting Las Vegas as the gambling mecca we know today. I quite liked this film when it first came out, but since then it's a film that's always kind of stuck with me and has only gotten better with time. Warren Beatty as Siegel gives what I think is the best performance of his career. Beatty has had some meaty roles in the past ("Reds," "Bonnie & Clyde" or "Shampoo"), but his characterization of Siegel is utterly captivating. Siegel is at once a dreamer, whether it's impulsively barging into a house to buy it for cash from the owner, or whether it's a childish dream of wanting to act in films, or the film's main story of building the luxurious Flamingo, but at the same time Siegel is clearly a violent sociopath. Beatty is perfect cast because he is able to seamlessly go between violent outbursts and then switching to a likable almost childlike dreamer , which I think most actors would be able to pull off one or the other, but not both. Annette Bening is equally good as Siegel's girlfriend who helps Siegel try to achieve his unrealistic dream of building The Flamingo, even as cost to achieve his vision mount and Siegel's mobster investors become increasingly concerned. If there was another character in Beatty's filmography who I'd compare this character to, it would be to his role in "McCabe & Mrs. Miller" where is was a somewhat innocent entrepreneur setting up a whorehouse in a mining came. There are many parallels between these characters and both of these films are probably my top two Beatty performances. This may also be my favorite film from director Barry Levinson, who has an equally impressive filmography ("Diner," "Avalon," "Rainman"). He directs the film with a an old Hollywood flair, greatly aided by ace cinematographer Allen Daviau. Levinson cleverly used montages, stock footage and also gives the film the same kind of epic feel that he brought to "The Natural." And like "The Natural" this film is a uniquely American film and seems like something that thematically fitting to be studies in an American Studies course. Scripted by James Toback, the film is equal parts fact and fiction, but that too is an old Hollywood type of conceit if it better serves the story and in this film the fiction tells a better story, although the true story is just about as fascinating and many of the strangest bits in the film were actually true. A small supporting performance by Elliott Gould is also worth noting. He's only briefly in the film, but gives a memorable performance as a slow witted gangster, playing a character I hadn't seen him do before. Ben Kingsley is also terrific as Meyer Lansky, who at once wants to take care of his friend Siegel and help him with the Flamingo, but at the same time is a pragmatist who's concerned about the Siegel carelessly spending more and more to build his dream casino. Lastly, Ennio Morricone's provides the film with a lush score that complements the old Hollywood style and also the epic feel of Siegel building his dream. Morricone's score is one that's remained on high rotation on my laptop at work. Overall, I think this film is a true classic American film.