Bugsy (1991) - full transcript

New York gangster Ben Bugsy Siegel takes a brief business trip to Los Angeles. A sharp-dressing womaniser with a foul temper, Siegel doesn't hesitate to kill or maim anyone crossing him. In L.A. the life, the movies, and most of all strong-willed Virginia Hill detain him while his family wait back home. Then a trip to a run-down gambling joint at a spot in the desert known as Las Vegas gives him his big idea.


Right. and this one.

Here you go.

And...that one.

And there.

That's about it.

Bye, honey.



See you 6:00 at the station.

Bye, daddy.

Bye, daddy.


Bye, dad.

To speak properly

it is necessary
to enunciate every syllable.

Example: 20 dwarves took turns
doing handstands

on the carpet.

20 dwarves took turns doing
handstands on the carpet.

Example: 20 dwarves took turns
doing handstands on the carpet.

20 dwarves took turns
doing handstands on the carpet.

To speak properly, it is
necessary to enunciate...

-You call that an amber?

And this is..?

This is like a lavender, purple.

You can wear any
of these with the white.

Exquisite combination,

Mr. Siegel.

Oh, yes, tasteful as always.

I have some worsted flannel...


Mr. Siegel.


Floor please, madam?



Mr. Siegel:
If we make love, it will be the only time.

What if you like it?

I know I'll like it.

I think I got off
on the wrong floor.

Better get back on.





Oh, don't stop.

Is that hurting you?


Meyer, will you take it easy?
I'm going to be a half an hour.

I got ten minutes of sunlamp...

All right, I'll do the sunlamp
on the train.

Of course I'm alone.

She was an hour ago.

I have thought about it.

I got to do it.

Call Charlie.

You know how he likes
to take a nap

when there's going
to be a little trouble.

Ben, I got to tell you once again

that it really does
affect my opinion

of your ability to administrate

when you get yourself involved
in this type of detail.

Charlie, tell him
what you said to me.

What do you think I said?

See? Then you just shook your head.

Of course I shook my head.

What else was I going to do?

All right.

Count to 53.

Good evening, Mr. Siegel.

Hiya, Dave.

Give that a brush for me.


Hiya, Marty.

Mr. Siegel.



Hiya, Jerry.

Ben, I thought you were
on your way to California.

I just came to give you
a good-bye present.


Yeah. Open it.

I don't get it.

Meyer, Charlie and I

we hire you to do a job,
and you pay us back

by stealing from us for
the second time in three years.


Yeah, the shirt off my back.

Do you want the shirt off my back?

I'd be happy to give it to you.

Here. From Sulka's.
They're the ones I wear.

I would have bought you
some pants and some suits,

but you know what?

I can give you
a couple of tips.


Let me see your shoes.

My shoes?


I don't want to be rude,
but they don't match.

Another tip...

I'm a little confused.

We paid to hire three guys
to take care of this problem.

What are we doing here?

What am I going to tell you--

his thinking process?

The way I see it,
Ben has only one problem--

the same problem he's had

since we were all kids
sticking up crap games--

he doesn't respect money.

Oh, yeah.

But you know something?

That's for summer, and, Jerry,

I don't think you have
to worry about summer.

Oh, Ben, no, don't.

If it was just business to me,
I'd be selling insurance.

Remember this, Ben--

the key to knocking off Jack Dragna

and taking over the
Southern California rackets

is to come in smooth.

Approach him like all we want

is to come in as a partner.

He's been running
the California rackets

for 20 years with no competition.

Except for Mickey Cohen
who's a one-man gang.

So the only way to move in
on Dragna is amiably.

What about the gambling
and nightclubs?

Vito, it's 50/50.

We don't ruin anything
by being too crazy.

Just be amiable.

Joey A. knows Jack Dragna.

What do you think, Joey?

Jack's a cold-blooded killer,
so you got to be very careful.

Just don't say nothing
that he'd take offense at.

What are you smiling at?


Why can't we go to California?

Maybe next time.

What is it?

When you get to Los Angeles,
don't call George.

He's such a big-shot
movie star now

he attracts more attention
than Franklin Delano Roosevelt.

The whole trip's got
to be quick and quiet.

And amiable.

Very funny.

12 days--

four days out,
four days of diplomacy,

four days back.

No one even knows you were there.

All right.

Ben, could I talk to you
for a minute alone?

After I say good-bye to the family.

I'll miss you.

I'll miss you too.

When I get you on the phone

I want you to tell me
what presents you want.

I know what I want.

Don't tell me now.
Think about it and surprise me.


I need money, Ben.

How much?


For what?

The cops, the D.A., the F.B.I.

They're threatening to lock me up.

They're no good, these people,

except for this one
assistant D.A., Allen Stein.

You know their family
from Bedford Street.

What happened to the 50,000
I gave you?

What 50,000?

The 50,000
for the armored truck heist?

That 50,000's gone.

You know me with money.
I blew it at the track.


are you saying
that if I don't give you $50,000

you'll rat on everyone, including me?

You? Never.

I love you, Ben.

I would never rat on you. Never.

You ain't going to kill me,
Ben, are you?

I'm going to try very hard

to forget that this ever happened.

I owe you my life, Ben.

I'd say that's a fair assessment.

God bless you, Ben.

Bend your knees, Harry.

Bend my knees?

When you jump from the train,

bend your knees to soften the impact.

Bend my knees.

Okay, Ben.

Sure thing.

Are you who I think you are?

Yes, I am.

Let me have your autograph.


Raye? Here you go, Raye.

Okay. We'll get everybody here.

This has been four
of the most wonderful days

I've ever spent.

A lot of it was
in the motion of the train.



Oh, my gosh.

Mister, he knows you.

Are you somebody too?

Nah, nah.

I love you, George.

Ben, you're looking great.

Like a million bucks of real money.

You're looking pretty good
yourself, Georgie-boy.

Well, that's
what they pay me for.

We're moving on here.

GEORGE: Look, I've got you registered
at the Beverly Hills Hotel,

bungalow five.

I know you said four days,
but I reserved six.

Jack Dragna's the kingpin, huh?

What do you hear about him?

I hear he runs a nice, little operation.

You got a city with three million people

and he runs an operation
that's nice and little?

Less to worry about.
I'll drop you at the hotel.

I got to go the studio.

Why don't I go with you?

All right, if you like.

Hank ain't very bright, but he's my friend

and if's he's hooked
into a dame like you

he's got headaches.

You got the blueprints

all drawn, haven't you?

New cigarette.

She's eaten a whole cigarette.

Scene 36, take two.

Forget that you ever seen him.

This might give you
an idea what I mean.

Stick that money back to your pocket.

Buy yourself some manners.

For what?
To waste on you?


Two bucks? For what? Some phony champagne?

That's right, friend.

Here's half a buck.
Split it between you.

Take five. Marker.

Two bucks?

For what?
Some phony champagne?

Here's half a buck.
Split it between you.

You are so cheap, you are wholesale.

Don't forget, mister,
I asked you nice.


Quiet, please.

Reset. Let's go.

Benny, you want to hit somebody
with the chair?

Manpower, scene 38. Take eight. Marker.

With this, I can hit
home runs all night.

Here. Take this

in case I come back.

Let's go again.

I feel like I should say something.

Honey, he's the star. Let's go.

That was pretty impressive, Georgie-boy.

Well, Benny, I'm a pro.

You sure are.

May I?

If you want a simple yes or no

you're going to have
to finish the question.

Light your cigarette.


The way you were staring
I thought you were going to ask

for something exciting.

Like what?

Use your imagination.

I'm using it.

Let me know when you're finished.

Now you're going to tell me
she's a bit player?

Flamingo? Not to Joey Adonis.

That's Virginia Hill.

Yeah? That's Flamingo.

Don't get no ideas.

You know how crazy Joey can get.

No woman's worth a bullet
between the eyes.

Am I right?

Depends on whose eyes
and which woman.

Look, you're Ben Siegel
and I'm Virginia Hill.

Why are you so interested
in a gal

who's going with your friend?

Joey A? He's no friend.

He's an associate of an associate.

Are you still going with him?

If it were new year's eve,
he would be my date.

Who would your date be?





Esta. E-S-T-A.

I'll bet Esta lives her life
faithful to her one and only Ben

who plays around
like a jackrabbit on the side

and lies about it through his teeth.

I don't lie to Esta.

That's noble.

Do you confess your sins
three times a day?

Now what exactly does Mr. Esta
want from Miss Virginia?

Mr. Esta is having a tremendous
amount of difficulty

imagining anything he doesn't
want from Miss Virginia.

Are you ready for a divorce?


Wow. You're pretty ferocious
where mom's concerned.

The rest of the time

you're just another sweet-talking,

charm-oozing, fuck-happy fellow

with nothing to offer but some dialogue.

Dialogue's cheap
in Hollywood, Ben.

Why don't you run outside
and jerk yourself a soda?

Georgie, let me ask you

how would someone go about
getting a screen test?

You know somebody
that wants a screen test?

No, I just thought that if
it came up in a conversation...

What about Virginia Hill?

You think she's got
a future in movies?

I don't know if I've got
a future in movies.

Lana Turner lives there.

Cesar Romero

lives there.

And Gary Cooper is in that house.

He paid $45,000.

Houses are bringing that kind
of money out here?

Sure, and more.

Whose is that?

Lawrence... What's-his-name--
the opera singer.


-No, the other guy--

Lawrence Tibbett?


What are you doing?

Paying my respects.


I'm looking for Lawrence Tibbett.

He's in the study.

Who's calling?

Ben Siegel.

Is he expecting you?

Not unless he's psychic.

Oh, well, uh, would you
excuse me for a moment, please?

Georgie, how far
is your house from here?

Half a mile.

Benny, what the hell are you doing?

Mr. Siegel?

Lawrence Tibbett, what an honor
and a thrill it is to meet you.

I took my wife and daughters

to hear you sing rigeletto last year.

It was one of the great evenings
of our lives.

You overwhelm me, Mr. Siegel.


Ben Siegel?

You wouldn't be related
to Bugsy Siegel, would you?

What do you mean "Bugsy"?

I beg your pardon.

A bug is nothing.
The word has no meaning.

It's used out of ignorance or malice.

A bug is a colloquialism.

Insects include a variety
of living creatures.

They fly. They crawl.
They do many things.

None of them can be called a bug!

I certainly didn't mean
any offense, Mr. S-Siegel.


Mind if I look around, Larry?

Be my guest.

You don't mind if I
call you Larry, do you?

All my friends call me Larry.

What brings you
to Los Angeles, B-B-Ben?


This is a wonderful house.

What do you think
of the Beverly Hills Hotel?

It's the best hotel in town.
Is that where you're staying?

Do you prefer the bungalows
or the suites?

The bungalows.
Which one do you have?

I don't-- you do.
Bungalow five.

I don't understand.

I'm buying this house from you.

This house isn't for sale.

Sure it is.

Everything's for sale.

How much do you want?

Mr. Siegel...



Why are you looking at me like that?

Like what?

Are you going to hurt me?

Hurt you?

I would protect you from anyone
who tried to hurt you.

I revere you. Your voice
makes life justifiable.

I'm just trying
to give you money.

What did you buy it for?

$35,000, but that
was a few years ago.

I could probably get $40,000.

It's not really
a financial issue, Mr. Siegel.





All right. One, two

three, four.

That's $50,000.

Is that enough?

That's more than...

I want this to be a pleasurable
day for both of us.

Another ten-- that's 60,000.

It just makes me sick
when I don't bring pleasure

to someone that I admire.

Does this bring you pleasure?

My goodness, yes.

Then why aren't you smiling?

The way you spend money,
you never have anything left.

So I'll make more.
It's only dirty paper.

What are you going to do with a house?

You're here for four days.

Maybe I'll stay longer.

I got to get to Jack Dragna's.

I'll drive you.

Uh-uh. This is business.

You don't want to be there.

Nice car.

Thank you.


What the hell is this?


Whoa, whoa, whoa.

I'm looking for Jack Dragna.

Who the fuck are you?

Ben Siegel.

Oh, I'm Louie, Jack's brother.

I'll tell Jack you're here.

It will just be a few seconds.

Jack's finishing eating.

Look, Mr. Siegel...

Call me, Ben, Jack.

We run a smooth, little operation.

With all due respect
to you, Meyer Lansky,

Charlie Luciano, Joey A,

and whoever the fuck else you represent,

I suggest you spend your time
in California

looking for broads,
which we got plenty of

and which I understand

is right up your alley.

There's a subject
I can help you out on.

Phone numbers, whatnot,

but if you're coming to me,
looking to do business,

I'm afraid I'm completely disinterested.


Disinterested means impartial.

Uninterested means not interested.

You got two alternatives.

You can take your 64 guys
and work for us.

That means turning
your smooth, little operation

into a smooth, big operation--
20 betting parlors, not three,

owning a wire service,
not subscribing to one.

It means taking risks.

Meyer, Charlie, and I put up
the money. We take 75%.

You keep 25%, which is worth
more than three times

what your 100% is worth now.

What's the second alternative?

The second alternative?

The second alternative.


No, come on.

You take it.

I got plenty of guns.

Squeeze the trigger, kill me.

Kill you?

That's the second alternative?


You have an unusual sense of humor.

I think what they say is true.

You're out of your fucking mind.

Take another five seconds.
Make your selection.

I guess that means you're
coming to work for us, huh?

It's a ball to have you on board.

May I have my gun?
Thank you.

Let's get started.

Time is vicious
when you take it for granted.

Bugsy, I have a question.

If we break off this thing
with transcontinental...


All right, I'll give you
the benefit of the doubt

and I will assume
that you didn't know

that no one calls me that.

Very nice meeting you, Jack.

Fucking guy's crazy.

Want me to run outside
and shoot him in the back?

Then we got Meyer Lansky,
Charlie Luciano

blowing bullets up our ass.

So what do we do?

We wait, play along.

Sooner or later,
he'll blow his lid.

Then when we get him,
nobody will give a fuck.


♪ Gather 'round me

♪ Everybody

♪ Gather 'round me

♪ While I preach some

♪ Feel a sermon

♪ Coming on me

♪ The topic will be sin

♪ And that's what I'm agin...


Virginia, this is Ben.

♪ ...Then settle back
and just sit tight...

Meyer, I know we said 12 days.

Things just got a little more
complicated, that's all.

♪ ...Attitude of doing right

♪ You've got to accentuate
the positive

♪ Eliminate the negative

♪ And latch on
to the affirmative

♪ Don't mess
with mister in between

♪ To illustrate my last remark

♪ Jonah and the whale

♪ Noah and the ark

♪ What did they do

♪ Just when everything
looked so dark?

♪ Man, they said we'd better
accentuate the positive

♪ Eliminate the negative

♪ And latch on

♪ To the affirmative

♪ Don't mess with mister in between

♪ No, don't mess
with mister in between.

How was that?

That's great.

You're from The Herald, right?


Will you see that they run that
and not a sinister mug shot?

I'll try my best.

Darling, may I have the next dance?

I would be charmed.

Have you met Mr. Siegel?

Not formally, but I've been
admiring his movements.

My husband, The Count di Frasso.

I'm surrounded by titles.

How can I pick one up?

I'm beginning to feel left out.

Darling, get him a title.

Let's make him a duke.

A duke?

A duke.

Why not?

Are you ready to come
to Italy, Mr. Siegel?

Italy? I'll get my parachute.

That's wonderful.

♪ I'm sweet on candy
and candy's sweet on me

♪ She understands me...

You know who one
of the laughing count's

best friends is.





That clown knows Mussolini?

What do you think they do
when they're together?

Play golf?

Trade jokes about carting people
to the gas chambers?

You know me.
I stay out of politics.

Politics? This is war.

He's Hitler's partner.

He's our mortal enemy

and this effete count
pals around with him?

Don't get all worked up

over something you
can't do anything about.

This is Hollywood.

Mr. Siegel, there's
a telephone call for you--

A Mr. Dragna.

I have placed the phone
at your table.

Hi, George.

Ben, have you met
our number one crime fighter

James McWilde?

Haven't had the pleasure.

Mr. McWilde is up for reelection

as district attorney.

I wish there was some way
I could contribute.

You could contact Donald Mitchell.

He handles the money.

Have him call me in the morning.

You'll excuse me.

I see about six women
that need to talk to me.

As a man of the world

what do you make
of all these friends

that this character Mussolini
has flitting around America?

I must say, I had no idea
that was the case.

Are you talking about spies?

Come, Jim, the senator is leaving.

He must have a word with you.

Keep me posted
on this Mussolini thing.

I will. We've got
to do something about that.

See the redhead?

Put it in her hand.

What is it, Jack?

This cocksucking Mickey Cohen

just robbed our Franklin Street
gambling joint

out of $56,000 cash.


I tell you, this time
I'm going to get him.

♪ He has taken
your complete heart

♪ You've got a sweet tooth
for your sweetheart

♪ candy

♪ It's going to be just dandy

♪ The day I take my candy

♪ Gee, how the sun will shine

♪ On the day my candy's mine...

I'll see you in a few minutes.

How do you know
it was Mickey Cohen?

He had a mask on,

but you could tell by the voice.

One guy robbed five guys

in their own place of business
for $56,000

and got away scot-free.

He took us by surprise.

Certainly seems like it.

He'll be dead within 24 hours.

I don't want him dead.

Why not?

I want to talk to him.

You say 56,000?

The exact figure

we got ripped off was 56,143.

That's the figure exactly.


...Mussolini and Hitler

must be stopped.

Look, that don't fool me.

I've been
in a couple of cities...



Hi, honey.

Yeah, uh-huh, uh-huh...

Well, look, Esta,

maybe the thing to do is
for us is to stop thinking

about when I'm coming back
to Scarsdale

and start thinking
about when you and the girls

will come out here.

No, as soon as possible.

Man #1:
Is there anything else?


Man #2:

Man #1:
What's the trouble, folks?

Oh, this muzzler's trying to buy out

my spare tire.

Do you think this is
the right time to take the kids

out of school?

We should play it by ear
and see what happens.


We don't have to settle everything

in one conversation, do we?

We're going to see each other
before you know it.

All right?
I love you too, Esta.

Good night.

Ronald, turn off the projector!

Don't forget, mister...

Ronald, Ronald,
turn the projector off!


Ronald, where are you?

Boy, with this,
I could hit home runs all night.

Am I coming at a bad time?

Not at all.
Come on in.

I don't want to interrupt
your pantomime.

No, it's just, uh...

What are you watching?

A newsreel, but, uh...

it's over.

Why don't you come on in?

Too fast to put a ring on your finger?

Nothing's too fast that fits.

You always carry around
a spare ring?

I figured
I'd run into you.

Would you ever have called me?

I was planning to wait a while.


Oh... Ten years.

Ten years?


Guess I figured
since all we're going to do

is bring each other
misery and torment...


Why would we have to bring
each other misery and torment?

Because we both want
whatever we want

whenever we want it,
and we both want everything.

That doesn't sound
too promising, does it?

That's what I'm saying.

Then why did you come?

Well, it wasn't caution.


How about Joey A?

We're in touch.
Does that bother you?


Because of your conscience

or you're worried
about screwing up your business?

I haven't thought it
through that clearly.

Well, if he knew
I were here with you,

the only thing
he'd be thinking through

is which of us to kill first.

Do you want to kiss me
as much as I want to kiss you?

How do you know
I want to kiss you at all?

I don't think we should go
through with this. Do you?


Is that "yes" or "no"?



You pack quite a punch, don't you?

That wasn't a punch.
It was slap.

If I'd punched you

you'd be stretched out
across the floor.

I'm sure you're right.

I'm sure you're right
about everything.

I'm sure you're right
about the misery and the torment

and I'm sure you're right
about what you want...

Do you always talk this much
before you do it?

I only talk this much before
I'm going to kill someone.




Hey, Georgie-boy.

Did you find Mickey Cohen yet?


All right.

Tell him Biltmore Health Club at 1:00.

We meet him there.

You'll pick me up at noon?


You still think
we'll bring each other

nothing but misery and torment?

With a few distractions in between.

You call what we've
been doing distractions?


Well, thank you.
The feeling's mutual.

Good. That's the way
I like it.

20 dwarves took turns
doing handstands on the carpet.

20 dwarves took turns doing
handstands on the carpet.

20... What time is it?


He's half an hour late.

Who does this little schmuck
think he's fucking with?

Who are you referring to,
you fruitcake?

You better show me some respect.


You got it backward, Mr. Cohen.

Unless, of course,
your idea of showing respect

is to rob his place of business.

Who said I robbed?

Robbed what,
you would-be smoothie?

Everything I got is mine.

It's yours
because you stole it from me.

Watch your words.

What's mine is mine.

Everything I got I'm keeping.

I understand from Jack Dragna
you stole $56,000 and change.

The lying, fat fuck.

It was 42, not 56.

I thought
you didn't steal anything.

I didn't, but if I had,
it would have been 42.

If I were you, I'd give
that money back by 7:00 tonight.

Fuck you!

If I was you

I'd shut my fucking mouth
and watch my step!

Or would you like me to blow

your fucking Adam's apple
down your spine?

Excuse me, but aren't we
in a public place?

Maybe we'd both be better off

if you'd just tone down
your rhetoric one notch.

Maybe we'd both be better off

if I left you altogether

and never saw your fucking face again.

What are you laughing at?

This guy's deranged.

Go get him.


Bring him back. Hurry up.

Hey, Mickey! Mickey! Mick...

Jack, it's Ben.

I think I got the Mickey Cohen
thing under control.

I want you to be at my house
at 7:30 tonight.

All right? Good.

MICKEY: George, how do you remember
all them fucking lines

from them fucking movies?

I know you're a big shot,
but make it quick.

I got a hot date.

I don't have time to be
schmoozed by the likes of you.

I bet you do.

I do what?

Have a hot date waiting.

You making fun of me?

No, a guy with your balls
must have more women

lined up than the Latin quarter.

When I go out with a broad,
you can bet she'll be a star--

like Betty Grable or Ava Gardner.

I don't go for tarty broads

like you and your pals
from back east.

What tarty broads?

Shirley what's-her-name

that Charlie Luciano drags around.

That broad Joey A
goes out with, Victoria Hill--

That blonde bimbo,
that Moe-Gus-and-Curly fuck.

That's Virginia Hill.


Why call her a tart?

That's what she is.

Joe Epstein from Chicago,
the drummer Gene Krupa,

the bullfighter from Mexico,

the frenchman...

This conversation is beneath me.

All right, Mickey, look, I'm expanding

and I'm thinking, if I'm going to expand

why do it with the guys who got taken?

Why don't I expand
with the guy who took them?

What's in it for me?


How much?

$5,000 a week.

Does that include a blow job?

Watch your mouth.

You're lucky he don't plug you.

He can't.

He needs me.

Ain't you been listening

or have you been
too busy learning lines

for your fairy acting jobs?


But I want the 42,000 you stole

back by 7:00 tonight.

I put up my life and my liberty
on that fucking score.

I'll kick back 20.

The whole 42 I wouldn't kick back

if it was my mother.

A penny less, we got no deal.

How would he know she fucked
Gene Krupa and a bullfighter?

Well, it ain't exactly
confidential info,

baby blue eyes.

Krupa, I know about

and a couple of the bullfighters.

couple of bullfighters.

That's what I heard.

Ben, she is who she is.
You ain't going to change her.

What man ever changed a woman?

I don't go by
what other man have done.

I believe in freash starts.

Freash starts?

Hey, without freash starts

you and me would have been history

before we were 19.

I hope you like scampi served
on a bed of soft brown rice,

rimmed by carrots and peas.

What's the matter?


Come on, eat.

It will make you big and strong.

What do you think of bullfighting?

It's been a while since I tried it.

Well, what are your memories?

Dangerous and fun.

What about drums?

What about drums?

I'm a singer.

Ever sing with a drummer?

I've sung
with all kinds of musicians.

Are you going to eat or not?
Your dinner's getting cold.

It's already cold.

Were you under the impression
that I was a virgin?

No, no, no, I just thought maybe

there was somebody you hadn't fucked.

That's not pleasant.

You listen to me, mister.

You fucked around,
and I fucked around.

You want to tell me your stories, fine.

Then I'll tell you mine.

You want to bury the past,
we can do that, too

but don't play these games with me.

What we share
should be good enough.

If it isn't,
we should call it quits.

What will it be?

How about iodine?

You need some soap and water.

Why don't you wash out
your fucking mouth

while you're at it.

I'm going home.

Hey, wait, wait, wait!

Where you going?
Come here.

Come here.

Goddamn it, let go of me!

I'm not staying!

Let go of me..!

You're not..!

Get your hands off me, goddamn it!

Goddamn it, let go of me!

I'm leaving.
I'm never coming back.

I'm telling you...

Hey, Benny!


Hi, Ben. You okay?

I'm fine.

42,000 on the nose.

Thank you very much.

This is Virginia Hill.

Mickey Cohen.

Pleasure to make your acquaintance.

I've heard a lot about you.

You want me to come in?

Would you be offended
if I took a rain check?

Not under the circumstances.

What happened to your head?

A vicious insect.
I'll see you tomorrow.

Hey, goombah!

Kiss my tukis.

Fucking jew prick.

Did you ever meet Jack Dragna?


Good. I got to speak to Jack alone.

Will you wait?

What for?

Will you just wait
for me, please?

In there.

Cocksucking thief dished it back.

Uh-huh. Every cent.

-No kidding?

I'll be a son of a bitch.

How did you get him to go along?

We reached an accommodation.
I gave him a job.

What job?

Running the day-to-day
mechanics of my operation.

That's my job.

No, that was your job.
You're working for him now.

I think I'm missing
something here.

You certainly are--
about $14,000 and change.

That's the $14,000
that you stole from us

after the 42 that Mickey took.

Wait a minute...

Do you want to fuck me?


That's a simple question.
Do you want to fuck me?

Of course not.

You sure?

Of course.

Let me ask you this--
you want to rape me?

This is crazy.

Answer the question.

Do not lie to me.

You stole from me

and stealing is a form of rape.

Did you think
you could get away with it?!

Did you think
you could steal from me?!

From Meyer Lansky,
Charlie Luciano, and me

and get away with it?!

That you could rape us
and humiliate us?!

Did you think
you could get away with it?!


Do not lie to me!

I'm not lying.

You're not lying.

That means you raped us

even though you thought
we would catch you.

It wasn't like that...

What was it like?!

You want to change your answer?

It's a simple question.

Did you think you could
get away with it, or not?

Did you, or not?!

I won't! I won't!

You won't what?!

I won't do it again!

Oh, again!

You won't do it again?!

How do you know

I won't kill you right here?!

I'm begging you, Ben.

What do you want?
You want to kill me?

You want another chance?

Let me tell you something--

You can't.

No one can.

I can't kill me.


Now try it!

Give it to me! Come on!

I can't!

Why? What is it?

Are you afraid to die?


Crawl, come on.

I can't.

Now, bark-- like the dog

that you wish that you was
decent enough to be.




Crawl and bark.

Bowwow! Bowwow!

More! Let me hear that bark!

More! More!

Come on, give me more!


Bowwow! Bowwow!

Yes! Yes! Yes!

Yes! Yes! That's good!
More! More!

Now let me hear you oink

like the treacherous,
devious pig that you are!

Come on! Come on!

Get around there!

Come on! Oink!

Now! Oink!

Oink! Oink! Oink!

Come on!

Oink, oink, oink, oink...

Yes! Yes! Yes!

Oink, oink...

Yes! Yes! Yes!

Oink, oink, oink, oink...

Get up! Get up!

Now look me in the eye.

Go home, get the money you stole

and you bring it to me.

This goes back in the safe
at the betting parlor.

Thanks, Ben.

You can count on me for anything.

We'll see.

Everybody needs a fresh start

once in a while.

Get out.

We going to eat?


Who was the Countess di Frasso?

BEN: Who was the Countess di Frasso?
You're asking me?

Yeah, I'm asking you.

She's the wife
of that Italian Count.

I danced with her at Ciro's.

Yeah, I know you danced with her.

All right, look, it just so happens

that the Countess's husband, the Count,

is a very good friend of Mussolini.


The Countess's husband
is Mussolini's good friend.

I got it the first time.
So what?

The world is being destroyed
by Hitler and Mussolini.

I can stop him.

What do you mean?

What do you think I mean?

Kill him? Kill Mussolini?

I am using the Count
to get to Mussolini.

You are going to kill
Mussolini personally

in the middle of a war?

That is the most pathetic excuse
I've ever heard.

If you want to fuck
some low-life Countess

have the guts to say it.

Then do it, and fuck yourself
while you're at it.

I am hatching a secret plan.

You're full of secrets.

What do you mean?

Things not out in the open.

What's not out in the open?

Me. You're afraid to be seen with me.

I'm a secret.

From who?

You know who.

You told me you don't
keep secrets from Esta.

That's different.

Because I'm a secret from her.

I don't want to be anybody's secret.

You're nobody's secret.
Will you give me a chance?

You had your chance.
We never go anywhere.

From now on,
we'll go everywhere together.


Give me a chance.

Everybody deserves
a fresh start once in a while.

Come on, sugar, let's go.

I can't, Ben.

Can't what?

Now you don't understand.

I'm sorry.

I can't, Ben.

Come on, come on.

I'm really much too nervous.

Come on, let's go.

I thought I could, but I can't.

Can't what?

Do it!

Now that I see the plane, I can't.

I never have.

Never what?

Been on a plane.

You never been on a plane?

One second.

You're going to do
what you're going to do.

I can't be with you every second.

You'll have to go without me.

We'll run out of gas
before we leave.

I just want to explain to you

a few basic rules of aerodynamics.

No, it would make no difference.

I'm not going on the plane.


Let's go!

Come on, time is money!


♪ Do, do-do-do, do, do-do-do

♪ Do, do-do-do, do, do-do-do

♪ Old buttermilk sky

♪ Old buttermilk sky

♪ I'm out of my mind about you

♪ What's the good word..?

This is the most boring drive I have ever been on

and I have to pee.

If we'd flown

we'd have been there three hours ago.

I don't know why I came.

I don't know why I came.

You can't run an operation in Nevada

and never go to Nevada.

♪ ...The pop of a question

♪ That question

♪ It'll be easy

♪ So easy

♪ If I can only bank on you

♪ Old buttermilk sky

♪ Old buttermilk sky

♪ Don't you fail me
when I'm needing you most

♪ Hang a moon
above our hitching post

♪ Hitch me to the one I love

♪ Buttermilk sky...

We drove 5 1/2 hours

for this... this canker sore?

It may not look it,
but there's a steady profit

coming out of this joint.

It's got customers

with nowhere else to spend money.

You want to be associated with this dump?

Get rid of it.

The upkeep's almost zero.

Who'd have thought?

It looks like a fortune
was spent here every day.

Looks don't matter when there's money

-coming in.
-Looks matter.

I think it should be
boarded up and burned.

I wouldn't go that far, Victoria.

Vic what?
Do me a favor.

Call Virginia "Virginia," not Victoria.

I called her Virginia.
What did I call you?

You called me Victoria.

I called you Victoria?
Excuse me.

Find the guy I got to talk to.

All right.

I'll see that and call.

BEN: I have no need to hear
what you have to say.

Excuse me, who took whose advice?

Don't ever embarrass me that way.

I was right.

No, Mickey was right.

It should have stayed open.

Why did you close it?

You were right too,
it is a canker sore,

but you made me look
like I was your puppet.

Maybe you need someone
to tell you what to do

even if it isn't
what you want to hear.

But maybe you want
to continue lying your way

through two lives--

Checking at home
in Scarsdale for reassurance

whenever you get too lonely,
or maybe you're getting old.

All right, that's it.

I've taken enough shit out of you.

And it's going to stop right now.

Hot air in a hot desert.

It's going to stop right now.

You don't talk to me about Scarsdale.

Scarsdale's none of your business.

I don't need this shit.


Talk to me about Scarsdale--

Who the fuck do you think
you're talking to?



What is he doing?

Looking for a place
to take a leak, I guess.


I got it!

I got it!

It came to me like a vision!

Like a religious epiphany!

You're not talking about god?

I am talking about the single
best idea I ever had.

Yeah? I just had the greatest
single idea I ever had.

Isn't she magnificent?

Yeah, just what I've
always been looking for--

A broad who will leave me alone in the desert

to drop dead and be eaten by vultures.

Mickey, you're going
to remember this day.

♪ Long ago and far away

♪ I dreamed a dream one day...

Yes, Benji, dear, but what
would we do in Italy

with all those bullets flying around?

What we would do in Italy?

We would meet Mussolini.

You are outrageous.

That's what I love about you.

♪ ...And now at last,
at last you're here

♪ At last...

Why do you want to meet the Duce?

I got some friends in Naples.

They could use his help.

Now, all I want to know is
do you think your husband

could arrange a meeting with Mussolini

or are people just exaggerating his connections?

My husband can get you
this close to Mussolini

anytime he wishes,

and he will wish to do whatever I say.


I'm a very intuitive person, Benjamin.

You know what my intuition tells me about you?

That you always get
whatever you want.

Don't deny it.

I find your confidence irresistible.

I find myself sucked in by it.

Helpless, if you must know the truth.

Excuse me.

We got a few little wrinkles
to iron out yet,

but that secret plan,
it's going through.

I'm going to New York tomorrow.

I thought I'd come over
say hello and good-bye.

Hello and good-bye.

I got some real problems in New York.

Charlie's been arrested

and Harry Greenberg,
very old friend of mine,

I think he testified
against him.

Am I supposed to be
interested in this?

What does your friend do?

He sticks knives
into helpless animals?

He's a guitarist.

Flamenco Flamingo.

But you're not actually thinking

of spending the night with this creep.

I demand a retraction.

What I do with my time
and my body's my business.

I demand satisfaction.

Would this satisfy you?

Go back to your Cuntess, you hypocritical

son of a bitch.

I hope she gives you syphilis.

Let's go, Alejandro.

I'm asking Esta for a divorce.

Better get to a phone.

But I'm doing it in New York.

Good luck.


I was wearing a blue silk shirt?

I don't even own a blue silk shirt.

I was brandishing a .45 menacingly.

What an outrageous fabrication.

First of all, it wasn't a .45.

It was a .38.
I was not brandishing it.

I was concealing it subtly
to make a point.

What kind of vile,
despicable people write this?

I agree with you 100%.

Got no morals, those people.

Benny, everything we heard is true.

Charlie's in jail because of
this rat bastard stool pigeon.

Do you know this guy here, Harry Greenberg?

You don't know him?

I thought...

I know him, all right?

Mickey, I'm getting a divorce.

That's why I'm making this trip.

I'm definitely getting a divorce.





I'm sorry to hear that, Benny.

Why? Why?

When I see a family
breaking up like that

I'm sorry to hear it.

What's got to be, got to be.

I'm sorry to hear it.

I know what you're doing.

No, you don't. You don't
come one step closer.

You're writing
"Happy birthday, Millicent"

on my birthday cake.

Will you get out of here?

Set the table, will you?

Barbara, where'd you put the presents?

In with the potatoes.

Presents are with the potatoes.



Barb, honey, move the thing
in the middle, huh?


I hope we're not disturbing you, Ben.

It's Millicent's birthday.

There's a matter we have to discuss.

Good, 'cause I got a matter
I want to discuss with you.

Come on in.
Come on in. Come on.

Make yourselves at home.
Pour yourselves a drink.

Be right with you.

That's Meyer, Joey A, Frank,
Gus, Vito, and Moe.

I thought we had
this night to ourselves.

Sorry. I planned
to see them tomorrow, but...

Does Meyer know that
it's Millicent's birthday?

I told him.

I think they got a problem
with this business thing I did.

Why don't you finish the cake.
Put the candles on.

I'll be right back.

I got to tell you guys
I got rid of that canker sore

of a shack in Las Vegas.

You had no right to give it up.

It was an outhouse.

You had no right to close it
without consulting us.

That's our arrangement, ain't it?

I got no arrangement with you, Vito.

I do have an arrangement
with Meyer and Charlie,

but don't worry.

When I tell you what
I'm going to build

you'll understand the meaning
of "transcendent."

Tell us now.

Meyer, I have found the answer
to the dreams of America.

You want to be more specific?

The Flamingo.

A bird?

What do people fantasize about?

Sex, romance, money, adventure.

I'm building a monument to all of them.

Are you talking about a whorehouse?

I'm talking about a hotel.

I'm talking about Las Vegas, Nevada.

I'm talking about a place
where gambling is allowed.

The whole territory is wide open.

I'm talking about a palace,
an oasis, a city.

When the Hoover Dam is finished,

electrical power will be available

on a massive scale in Las Vegas.

The Hoover Dam and fucking
are connected how?

By air conditioning.
It's the wave of the future.

Everything will be air-cooled--

every room, 72 degrees at all times.

the casino will put Monte Carlo to shame.

We'll have wall-to-wall carpeting,

we'll have Italian marble,
badminton courts,

stables, a lightning-fast train

going from Los Angeles
to Las Vegas in an hour.

We'll have planes back and forth.

Meyer, we'll have our own airport.

It's a good place

to trap people in to take their money.

Is that what you're saying?

Much more. Much more.


I got to get that.

I got it.

I got it.


Mickey, have you got someone

across the street from her house?

Call Warner Brothers.
Call Ciro's.

Find out if anybody's seen her,
and then call me back.

No, not five minutes, one minute.

Sit tight, honey.

Let me just see how they're doing.

Oh, that looks great.

You know your mother's a real artist?

I'm going to run back inside

because I got these guys
going on this.

Ben, don't keep
the children waiting too long.

They don't have
the patience some adults do.

You finish the candles in here.

I'll finish up out there,
then we'll both be ready.

Ah, don't you move,
my little birthday girl.

I don't understand
this desert thing.

What are we-- bedouins?

What's wrong
with concentrating on Cuba?

You got
legalized gambling there.

You're right
off the coast of Florida.

It's like another state.

It's like another state,

but it's not another state.

A foreign country can throw you out.

Nevada is another state.

If we do this thing right,

if we follow the hotel

with schools, churches, and synagogues,

we build all the things
that give a city backbone,

we'll be in charge.

In charge of what?

The state, and if you got a state

the whole country's within your reach.

You running for president?

We can help choose the president

if we control the state.

Why be bogged down
by petty limitations?

Open your eyes.

Where is the money

for this...


...going to come from?

Since the partners
will be sharing in the success,

the money should come from them.

Them meaning who?

Them meaning you.

How much?

$1 million.

What about the publicity?

A place like this
will cause a lot of talk.

Ben's getting famous in California.

Famous isn't good.

For Clark Gable, it's good.

For Joe DiMaggio, it's good.

Famous for you is not good.

It will make our gambling
interests legitimate.

We've known each other
since we were too young to fuck.

When did I ever ask you
to close your eyes

and just leap ahead
with something on faith?

Never, huh?

But I'm asking you now.
Do this.



Mickey, you mean to tell me

that I got you and 65 guys
under you on my payroll

and nobody can find Virginia?

All right, Mickey!
Listen to me very carefully.

I cannot function effectively

when I am in a state of ignorance.

Find her.

Hold the fort, honey.

Daddy will be finished
in just a couple of minutes.

What's the matter?

I thought you came home to be with me

on my birthday.

I did. I am spending time
with you on your birthday.

I just got to finish this meeting...

Oh, you always...

I don't want to hear you!


Honey, honey, honey.


We're just going to be...

Come on, honey.

Millicent, open the door, honey.

I just want to say one thing.

Barbara, are you in there too?

Just come on down,
and I'll light the candles.

I'm going to light the candles.

I'm lighting the candles.

Come on down.

I'm lighting the candles.


Sorry. The party got
a little out of control,

but I fixed it.

With Charlie in jail,
I'll have to confer with him

to make any important
money decisions final.

Pending that talk and his approval,

I'm happy to say
you've got yourself a deal.

Good. Great.

When would you be ready
to get started?

I'm going to Italy in a week

so that plus however long it takes.

However long what takes?

The assassination of Mussolini.

Who's going
to assassinate Mussolini?

Come here.

Benny, don't fuck this up
by trying to be funny.

Mussolini and Hitler
have to be stopped.

They're trying to knock off
every jew on earth.

If I don't do something, who will--

A bunch of Italians?
I can stop Mussolini.

Did you ever hear of the Allied Forces?

The Allied Forces don't have the access.

I have the access.

You have the access?

One of Mussolini's best friends
is the Count di Frasso.

The Count's wife, Dorothy,
has the hots for me.

She will get me right up close.

I can blow him halfway to Siberia.

Ben, listen to me very carefully.

Don't repeat what you just said
to me to anybody else.

That's right, it's secret.

I'm saying it to you
for a different reason.


Because at best,
any normal person you say it to

will never take anything
you say seriously again,

so nothing more to the guys.

Sure, sure, but Mussolini
is a dead man.

I'm going to light the candles!

I'm lighting the candles!

I'm lighting the candles!

Let's see what Meyer wants to have.

We want to go eat.

We didn't come here to eat.
We came here to do business.

We're starving here.

All right.

I lit the candles.


I lit the candles!

I lit the candles!

So, uh, we finished all our business?

As far as I can see.

We shouldn't have barged in
on you like this, Benny.

We'll talk tomorrow.
It sounds good.

Take care, Ben.

Thanks for coming.
Thanks. Thanks for coming by.

Good luck.

Thanks. Joey...

Listen, uh...

I'm sorry about Virginia.

You want to take a punch at me,

take a punch at me.

Well, we're even now.
I'm sorry, Joey.

I know you were in love with her.

Are you kidding me?

I'd never let myself fall
in love with a slut like her.

Your mouth is bleeding.

Yeah, I, uh... I tripped.
I whacked it on a table.

It's nothing.

I don't think we can go
on like this, Ben.

Like what?

Do you think
we ought to get a divorce?

What are you talking about?

Some friends just dropped by
at the wrong time, that's all.

Everything's fine now.

Sit down.

I'm going to go say
good night to the girls.

Miss me?


You're looking very smug.

So did you ask her for a divorce?

Now come on.
We got to drink a toast.

I got this whole thing
worked out in my mind now.

I sold them on the idea.

We're going to drink
a toast to our destiny.

So did you ask her for a divorce?

Uh, not in so many words,

but I got it all mapped out...

Do me a favor, would you?
Only favor I'll ever ask you.


Finish your drink, get the fuck out

and never come near me again.

You don't understand.
I'm laying the groundwork...

Having a good time, huh?


You like that robe?


You maniac!
You fucking lunatic!

Look what you've done.
Are you hurt, baby?

I don't know if you're hurt,

but you're lucky you're alive.

You got three minutes to get
your panties on and get out!

He's my brother,
you psychotic asshole!

You expect me to fall for that?

I don't care.

I only care that you
get psychiatric help

and never come around
bothering us anymore.

Us? us?

Leave him alone!
He's my brother!

Stop it, Ben!

Could you show me some form
of identification, please?

Do you have any?

It's in my pants in the guest bathroom.


I'm sorry.

He does
very unexpected things.

Are you hurt?
Are you cut anywhere?

Any glass wedged anywhere?

Oh, god.

You're right.
You're Chick.

You're her brother.

Why didn't you tell me it was Chick?


I'm going to buy you
a Cadillac, Chick.

A Cadillac?

How about a red one,
maybe a convertible?

A red, convertible Cadillac.

Don't sell out so cheap.

I've wanted a Cadillac
since I was six.

BEN: You know what we'll do
in Chick's Cadillac?

We're going to take a trip.

You're going to take a trip.

To our destiny-- Las Vegas.

You couldn't drag me
to that sand hole rattrap

with a fishnet.

We are going to build
a Garden of Eden in the desert.

You know what it is?

It's an oasis--
an oasis with a casino.

It's legal. It's Nevada.

We're going to have
palm trees and pools.

We'll have rose gardens
more beautiful than Versailles.

We're going
to design them all ourselves.

Get away from me!

We're going to have the greatest
entertainers in the world.

We'll have Jolson, Cantor, and Durante.

We'll have Gary Cooper, Victor Mature.

We'll have Dana Andrews, honey,
and they'll just hang around

because it will be the most
beautiful, spectacular place

they've ever been invited to.

And you are going to own
5 3/4% of the whole thing.

Now that's gross, not net.

We're going to be
the greatest hosts in the west.

And we're going to name it after you.

We're going to call it The Flamingo.

You know, I've brought

nothing but trouble to every man

Who ever went on the line for me.

Good. That's what they get
for trying to steal my girl.

♪ ..I'm with you always

♪ I'm with you rain or shine...

My philosophy's always been:

Make it different and new,
or don't make it at all.

That's why I've gone for a separation

between the two structures
and for a curved effect

within traditional
linear principles.

Sensational, David.

Well, thank you.

Where did you find this guy, Del?

He's terrific.

I must say

it looks gorgeous to me, Ben.

Very european.

Very... French.

You could sell
these here objects in a museum.

This stuff is very hard to draw.

The relationship
with the pool bothers me.

What's wrong with the..?

If you look, you'll see
there isn't enough sun.

Isn't the point..?

Del, I think your assistant
needs to pay more attention.

If we slid the pool down here,

wouldn't we get the sun
on the pool all day?

This section of the building
wouldn't shield it.

Am I right or not?


Uh, yeah, sure,
but that would change

the perspective of the pool
in relation to the casino.

The only thing I'm interested in

is if we move the pool,
will the sun hit it all day?

Yes, it will.

Move the pool.


I hate to bear bad tidings,
but we've inflated

the budget to two million.

No problem.

I got to give Meyer a call.


That's a lot of extra money.

I can't believe he's dead.
I just cannot believe it.

How long are you going
to keep saying that?

He was dead the first time
you picked up the paper.

He'll still be dead
an hour from now.

I was moments away
from carrying out my plan.

Ben, the cocksucker's dead.
That's what matters.

Look at how they got him.

You couldn't have done
A better job yourself.

I couldn't have?


Come here.

Tell me what you really think

of this David, the architect.

What about him?

You think he's any good?

There's something
about him I don't like.

What is this fucking red tie?

He's an architect.

What do you want?

Keep an eye on him.

Something about him makes me nervous.

How did we get him?

Ben, don't do this.
You'll drive yourself nuts.

I got to know the truth.

Who ever knows what's going on

in the mind of any broad?

George, what are you looking at?


What do you mean? You were
looking at Virginia.

She was talking.

It's natural to look
at someone who's talking.

You were thinking something.

I was thinking...

Do you want to trust a dame
with your checkbook?

I've never known a broad

I'd give more than
a couple hundred bucks to.

I am not trusting a dame.
I am not trusting a broad.

I am trusting Virginia
and I trust her completely.

Virginia, if you include that wall...

Benny, Meyer would like to talk to you.

Meyer, where are you-- in Miami?

A deportation party for Charlie
is a very nice gesture.

It's horrible.
They lock him up, kick him out.

What kind of a judicial system do we have?

Meyer, never trust a prosecutor.

You do know who this house belongs to,

don't you? Bugsy Siegel.

No, don't ever call him that.

Everybody calls him that out here.

Not to his face. You could bet
your life on that.

Things haven't changed that much.

Of course I feel responsible for Harry.

I brought him in in the first place.

But we always knew Harry wasn't
playing with a full deck,

but for the jobs we had him do,

We both thought he was okay, right?

I understand, Meyer.
I couldn't agree more.

When you find him,

You'll have do
what you have to do.

What overages?

Did they ask Michelangelo

what it would cost to paint
the Sistine Chapel?

Did they ask Shakespeare what
it would cost to write Macbeth?

If it costs a little more,
it costs a little more!

No problem. No problem. No problem.

I'll see you in New York.

I'm dealing with a bunch
of bloodless bureaucrats.

Ben, Harry Greenberg is here.


Out in the hallway.

Hi, Harry.

Ben. What a sight
for sore eyes you are.

I hope you ain't mad with me
for intruding.

I had no place else to go.

No, you did the right thing.

You tired?

Yeah, I'm tired.

I got an extra bedroom upstairs.

Why don't you take a nap?

We'll talk when you wake up.

Thanks, Ben.

It's the first one on the left.



I thought I was dreaming.

That's okay.
I always think I'm dreaming.

That's true.

So what do you think, Ben?

Am I dreaming

Or am I really out here
in Hollywood with you?

You're here, Harry.

Thank god.

If I was anyplace else, I'd be dead.

I screwed up, Ben.
I'm so stupid.

I never wanted to hurt nobody

except the people you told me to hurt

because they was no fucking good.

You talked.

I talked.

Harry... What do you
want me to do for you?

Well, I thought

maybe I could work for you out here.

You know, incognito like.

It's tough to be incognito in Hollywood.

That's true.

It was an idea.

Bad idea.

So what should I do?

Better take a drive with me.

Yeah, I like driving at night,

especially when someone else
is doing the driving.

I always loved that--

Ever since I was a little kid.

I wish you hadn't done
what you did, Harry.


this is Harry Greenberg.

Harry's a very old friend.

Virginia Hill.

Joey A's girl.

We met a couple
of years ago at the Copa.

We're going to take a drive.

Oh, I'll come with you.

It would be better if you stay.

I'd rather come along.

I'd rather you didn't.

I thought you said you wanted
to spend all your time with me.

Will you please let us
take a fucking drive alone?

You can take
your whole fucking life alone

if that's what you want.

You want to come along?
Come along.

Okay, I got to get my coat and bag.

So you seen much of Joey recently?

Not for quite a while.

Me neither, but I haven't
seen any of the guys

since I messed up.

Joey was always a real sharp dresser.

Nice head of wavy hair on him too.

Harry, Virginia's going to be my wife.

Yeah? No kidding.



What happened to Esta?

Nothing happened to Esta.

That's a relief.

I thought she died.

So what happened to her?

We're getting a divorce.

We are getting a divorce

Only Esta doesn't know it yet.

Why do you have to always
give me these little digs?

Esta is a friend of mine.

She's a good person.

She's the mother of my two daughters.

She is not a threat to you,
and I'm going to divorce her.

I'm sorry.
I was out of line.

You two seem like a very happy couple.

It's nice to see that.

I want you to wait here.

Please don't argue with me about it.



Hey, what the hell's
going on out there, Ben?





What are you doing?
I told you to wait.

Get back in the car.

Where's Harry?

Back in the car.

What's the matter?

What happened?


( BEN WHISPERING: ) 20 dwarves took turns
doing handstands on the carpet.

20 dwarves took turns doing
handstands on the carpet.

20 dwarves took turns
doing handstands on the carpet.

20 dwarves took turns doing
handstands on the carpet.

20 dwarves, 20 dwarves, 20 dwarves.

20 dwarves, 20 dwarves, 20 dwarves.

20 dwarves...

20 dwarves, 20 dwarves.

20 dwarves took turns...

20 dwarves...

This fucking building

was supposed to cost
a million dollars.

all of a sudden

it's climbing through the fucking roof.

A hotel--

A hotel in the middle
of the fucking Mojave Desert,

500 miles away
from the nearest toilet bowl,

and this movie star
Hollywood shit of yours

is no good.

We don't want nobody looking at us,

taking our picture, writing stories.

it's bad enough what they do already.

This Flamingo thing
can take it out of control.

You finished?

'Cause, first of all,

The Flamingo is a legitimate operation.

There won't be anything to hide.

secondly, the money you
and Meyer put up

was not a gift.

This was a favor I let you in on.

Fine. Fine.
Then let us out--

Now. At cost. No profits.

You want out?!
You're out!

Fellas, this is a farewell party
for old friends.

Fuck old friends.

You don't tell old friends

a deal's going to cost $1 million,

then come back and say
it's two or three or four,

or any other shit like that.

Not to Charlie Luciano, you don't.

We're talking
different languages, Charlie.

We're talking different languages.

Ben, please.

Answer a question for me.

What is the most that this hotel
could possibly cost?

$3 million tops.

I don't give a fuck.
I only approved one.

One, not three.

CHARLIE: What the fuck am I doing?
I don't want in what I have in.

MEYER: Whatever we want or don't want
doesn't matter now.

We're stuck, so we do what
we have to do to make it work.

Within reason.

You call any of this reason?

I find the whole thing disgusting,

and if it is more than $3 million,

God won't be able to bail you out.

No problem.
No problem.

One more thing, Ben.

The broad...

What broad?

Why have some broad handle our money?

She's not a broad.

People are going to have
to learn to speak with respect

when they speak about Virginia.

She's going to be my wife.


I'm sure she'll make
a terrific Mrs. Siegel.

Thank you.

I just hope you know
what you're doing, Ben.


BEN: Mickey, I don't want Virginia
out of your sight, period.

If you take a nap, have one
of the other guys watch her.

All right.


One of the older guys.



Can I speak to you alone?

What do you want? I'm busy.

It will take a second.

Don't you dare move, darling.

I'll get rid of this guy

before you can blink
those pretty little eyes.

Make it quick.

All right, look,

considering the insulting word

that you used to describe Virginia,

I think that you owe
both of us an apology.

-Oh, you do?

Why don't you suck
your apology out of my dick?

Joey! What a thing to say.

Suck my...

Pull it out.

Pull it out.

You embarrassed?

You want me
to pull mine out first?

Take a look at this.

Can you hear me, Joey?

You're lucky

I didn't drink a lot today.

Your apology's accepted.


Extra! Extra! Japs surrender!

Extra! Extra! No more war!

Are you chewing?

I'm chewing.

Don't swallow anything
till you chew it well.

I was thinking that, uh...

Could I have
some more water, please?

Uh, I was thinking that, uh...

Anyone want anything else?

You just said that a minute ago, daddy.


So, what was I saying?

Whatever it is, you've been
trying to say it all night.

Our plans for moving.

Yeah. Well, what I was thinking
was that, uh...

That... I was wondering...

Trying to figure out
what would be best for... for...

I'm going to be in Las Vegas
all the time now.

it's nothing but a sand dune,

and I'll be there with the workmen.

I'll be alone and...

You could live
in the house in Los Angeles,

but I don't know
if that makes a lot of sense

because I'm not going to be there

and, uh, maybe the best thing

Would be for you to stay here
where... Where you feel at home.

And see you for a day or two
every couple of years?



Excuse me.

What? Hey...

I'm sorry.

You found somebody, haven't you?

You want to be with her and not with me.

I want a divorce.

Is that what you want, is it?

I want to take care of you.

I want to take care of the children.

I want...

A divorce. You want
a divorce, don't you?

Say it!

Answer me!

You want a divorce, don't you?

You want a divorce.

Say it!

I do.

Don't come out of this room for a minute.


Is this not the most spectacular sight

you've ever seen?

It's breathtaking.

It's vast. It's intimate.

It's original.

It's... Where's the pool?

Uh, right through here.

How can I see the pool from the casino?

The pool from the casino?

Your point was to get the sun

down on the pool unobstructed.

I thought we were going
to be able to see the pool.

We said you could see the pool...

The problem is

this is a bearing wall.

Okay, get rid of it.

But it's supporting the entire structure.

Ben, you understand what David is saying?

I got the point, Virginia.

I don't need you to parrot
everything this guy says.

Look, just get rid of the wall.

We can make the wall glass

so you can see the pool from the casino,

but it's going to be expensive.

I got to put a header beam up there.

A header beam.

You saved the day.

With all the overages I'm picking up,

we're looking at a budget up near...

Virginia, what is it?

$4 1/2 million.

No problem.

Do you understand the position
you're putting us in?

If you're going to do
something, do it right.

Who the hell are they?

Bugsy Siegel, Federal Marshals.

I have a warrant for your arrest.

I don't know anybody of that name

either here or anywhere else.

Benjamin Siegel, I have
a warrant for your arrest

and a court order directing me

to deliver you to the proper authorities

in the county of Los Angeles.

What's the charge?


Hey, Bugsy, is it true

that Harry Greenberg
was your best friend?

Are you guilty?

Why did you kill your best friend?

Bugsy, give us a statement.

Is it true Harry Greenberg
was going to testify

against all your friends?

Mr. Siegel, come on,
give us a statement.

I only have two things to say.

First, the name is Ben, as in Benjamin,

and second, I'll see all of you
at the opening of The Flamingo

on Christmas Day.

Excuse me, gentlemen.

I'm Assistant
District Attorney Hartman.

I'm in charge of this case.

You can leave the prisoner with me.

Right this way, sir.

Don't let anybody else inside.

Yes, sir.

$30,000 to your campaign's not
enough to keep me on the street?

Shh. The walls are thin.
I had to have you arrested.

You got not witness.

You can't have a case without a witness.

The taxi driver.

What taxi driver?

He dropped Harry Greenberg
off at your house.

You got a name?


I want that name to fall
into the hands of Mickey Cohen.

It can be arranged,
but I warn you, nothing nasty.

You don't have to warn me
about anything.

Mr. Siegel, considering the utmost gravity

of the chargesentered against you,

murder in the first degree,
I order you held without bail.

Mickey, where are you-- in Vegas?

All right, all right.

Did you do anything
about the cab driver problem?


Did you see the picture
in The Examiner today?

Makes me look
like I got no tan at all.

I look like a marshmallow.

Do you mean that

or are you just trying
to make me feel good?

What do you think-- tan or not tan?



All right.

Look, stay on top of Virginia, will you?

I want constant reports.
I feel very isolated in here.

All right. Good.


VIRGINIA: I think you'll be surprised
at how things will shape up

before we're through.

He's talking about opening in Christmas.

He's going to open in Christmas.

Ben is absolutely
determined about that.

Ben is absolutely determined.
Absolutely determined.

It will open on time.

You've changed a lot
since I first met you.

BEN: You called me to tell me
you were leaving Las Vegas,

but you didn't tell me
that Meyer was there, huh?

I thought it would be better
if I told you in person.

What did he say?

He was worried about the cost.

What else did he say?

I didn't discuss anything else with him.

He talked to Del Webb.

Did he ask any specific questions?

Just about the demolished wall.

What about the header beam?

Not exactly

but he ducked under it.


It's low.

What do you mean low?

Too low unless you happen
to be 5'6",

but it hasn't been fixed yet.

What was his general attitude?

Concern, but he never braised his voice.

He was nice, like he's always been.

What do you mean always?

As in the past.

You didn't know him in the past.

Of course, I did-- through Joey.

Did you fuck him?

Sure. Why do you ask me that now?

You fucked Meyer?

Oh, stop it.
Don't be disgusting.

I meant Joey and you know it.

Why is fucking Meyer any more disgusting

than fucking Joey?

You don't find fucking Joey disgusting?!

What is it with you and Joey?!

What is the matter with Meyer?!

You don't want to fuck Meyer?!

Let me tell you something!

If they can't get it right,

tell them to tear
the whole fucking thing down

and start from scratch!

I have not come this far to have a casino

that doesn't let me see the fucking pool!

Tear down the fucking casino!

Tear it down!

Ben, the cost is going haywire.

What are you, on their side now?!

Don't say that to me.

The hell with Meyer Lansky,

The hell with Las Vegas,
and the hell with The Flamingo!

Look, I talked to Meyer for three minutes

in the middle of a sand blizzard,

trying to say the things
I thought you would say

to keep things from seeming
any worse than they already did.

He even said I sounded like you.

I just wish the two of us
could be alone in Coney Island,

eating a couple
of fucking hot dogs at Nathan's.

Your attention, please.

This will be the first call
for the Super Chief now ready.

Board through gates E and F.

You'll love Kansas.

We got you a job at a cab company.

I'll get used to it.

What's not to like?

That's where Dorothy's from
in the Wizard of Oz.

You mean Dorothy and the Munchkins?

That's right, Will.

Don't send any postcards.

Paper boy: Extra! Extra! Bugsy Siegel
gets off scot-free.

Cary Grant, Gary Cooper and Clark Gable.

This is going to be the biggest

gala opening in history.

You are a prince of princes.


See you back at the house.

You're welcome.

If you have any more luggage,
feel free to carry it yourself.

The Flamingo's going to come in
at six million, Ben.

Listen, Meyer,

anyone that tells you...

Ben, I'm on your side.

I'm doing what I can.
Stop trying to fool me.

Stop trying to fool yourself.

You need $3 million.

If you can come up with two million,

I can come up with one.

Charlie knows nothing about this.

This is between you and me.

Can you come up
with that kind of money?

No problem.

Would you stop
with the "No problems"?

What are you going to do
to get the money?

All your property--

your house in Scarsdale,
the cars, the stocks, the bonds

all belong to Esta and the girls now.

Am I correct?


Then how will you get $2 million?

I'll sell things.

What things?

I'll sell my house, everything in it...

Sounds like 200,000 tops.

Where's the other
million eight coming from?

You always protected me, Benny.

When we were kids,
you were always behind me,

but I can't protect you.

My shares.

What about them?

I own a third of the hotel.

That's all you've got, Ben.

You'll end up with nothing.

But The Flamingo will be there.

That's not nothing.

Add your two to this.

I miss you, Benny.

Auctioneer #1:
Good afternoon, ladies and gentlemen.

We'll begin this auction...

Auctioneer #2:
It's a pleasure to offer...

Auctioneer #3:
Sold to the lady in the white hat.

Auctioneer #4:
27.50, don't lose it.

Yes or no?


Auctioneer #5:
Ah, this beautiful oriental rug.



No advance of $400.
Sold for $400.

Auctioneer #6:
Lot number 17...


Auctioneer #7:
It's not your bid, sir.

Give him back the $600.

I've decided to sell you
10% of The Flamingo.

For how much?

60,000 each.

I thought the shares were sold.

If I'm selling them, they can't be sold.


Look who's here.

How you doing, Ben?


What, did you miss the desert?

That's not why I came.

Why did you come?

What did she do?

She fucked you.

What are you talking about?

There's a numbered
bank account in Switzerland

With almost $2 million in it.


It's hers.

There's a lot of numbered
bank accounts in Switzerland

With $2 million in them.

But only one that was taken
out by Joe Epstein of Chicago

for Virginia Hill of Beverly Hills.

I've seen copies
of the deposit records, Ben.

That's a lie.

It's not a lie.

Joe Epstein does work
for me out of Chicago.

He has no reason to lie to me.

It's a lie.

You repeat it,

I'll break your fucking jaw.

Can I get a glass of water, Mac?

Do I have to give you a lesson?

Get those cases out of my sight.

When we're here,
we don't want to see boxes.

I haven't seen one of those cases

Where I told you to put it!

Excuse me. All right?!


Hi. I'm Natalie Saint Clair.

Mr. Webb suggested I come talk to you

about possibly working at The Flamingo.

Yeah, as what?

I don't know.

If you could invent a job,
what would it be?

Uh... a bartender.

A bartender.

A hatcheck girl.

Did you come from Hollywood?

Yes, I did.

You're a very beautiful girl.

Did you fly here?

No, I love to fly,
but I couldn't afford it.

Looking for a girl who likes to fly?

Excuse me, would you?


I want to talk to you.

Virginia... sugar.

Virginia, we don't have time for this.

Shit, Virginia.

You almost got me in the head again.

Yeah? How do you think I feel
watching you chase some bimbo?

I wasn't chasing her.
she's an employee.

An employee of what?

The Flamingo.

She's going to be a hatcheck girl.

Wait a minute.
What are you doing?

That's baccarat crystal
you just shattered.

I don't care.
You just shattered us.

I'm not defending myself.

A woman wanted a job.
What are you doing?

Leaving, and don't try to stop me.

I should have gone the day
you killed Harry Greenberg.

Where are you going?

Wherever I feel like.

Someplace where somebody knows

about a numbered bank account?

What fantasy have you concocted
in your sick mind?

Why don't you just ask
what you want to ask?

How much money you got
in that account?

Why? You want to sell me a few shares

in The Flamingo?

You gave me 5 3/4%.

You want to sell me 10
like you did to your friends?

That would come
to about 300%, or is it four?

Just answer the question
that I'm really asking.

How much money have you stolen from this hotel?

I've done 100 times the amount of work

I would have to do
to justify taking anything.

How much did you get your hands on?

Nothing, and I could have taken a lot.

And you wouldn't have known the difference

because you're an irresponsible,
unrealistic, unreliable,

undependable, philandering fuck!

I should have taken something,

but it isn't in me

to violate the trust
of the one person in my life

I have been stupid enough
to give myself to,

the one person I've been
stupid enough to love.

How much money you got in that account?

How much did you steal?

Damn you!

How much?

Bye-bye, Ben.
You're on your own.

CHARLIE: First of all, let me say
how much it means to me

that all of you've taken the time

to fly down here and pay your respects

to a lovely, Italian exile
with a swollen prostate gland.

It breaks my heart

that the tragic mess
with The Flamingo Hotel

is being perpetrated

by one of my dearest friends
in the world--

Benny Siegel.

Here's where we stand right now.

The Flamingo's going
to open on Christmas Day.

My hotel friends in the know tell me

it's the stupidest fucking time
we could ever pick

to throw open a new joint to the public.

Total cost of the hotel
is now $6 million,

which is five million more
than the original figure.

To get the last few million he needed

to finish construction,

Benny's had to sell
400% of the hotel.

A lot of people

who think they got
major shares in this joint

are famous individuals,

like movie stars
and wealthy businessmen

with political connections,

who ain't just going
to get stiffed

when their time comes
to collect.

Not that there will be
a time to collect

'cause chances are
this whole thing

is going to be a total,
fucking fiasco.

All of this is nothing

compared to the more
serious matter at hand

which is the question
of stealing.

My banking friends
in Switzerland

tell me
this Virginia Hill--

this broad Joey A.
used to fuck

and Benny's
so head and heels over--

she's pulled off a couple
of million in loose change

for herself
from this here deal.

For me,

there's a simple, basic question
we have to answer.

Did this broad
steal this money

without Benny knowing
anything about it,

or was she just fronting
for Benny like a shill?

Anybody that thinks
Bugsy Siegel

didn't know about this
is crazy.

Benny Siegel.

There's no need
for disrespect.

Oh, yeah?

What about his disrespect to us?

Benny's got to take the rap.

I agree with Joey and Frank.

How do all the rest of you feel?

I agree.


I don't believe Benny knew
what Virginia Hill was doing.

He was blinded by love.

Benny's always put women first.

That's what makes him Benny.

Only this time it's one women
that's got him

instead of the whole
damn female race.

So I believe Benny would accept
anything that broad told him.

There's no chance
he stole from us.

No chance he knew
about any stealing.

Benny's got
one basic problem--

he doesn't respect money.

He's not even interested
in money for himself

off this deal.

He's interested in the idea.

What idea?

Building something.

Making something.
Benny's a dreamer.

I'm not excusing it.
I'm explaining it.

I'm a businessman.

As far as I'm concerned,

Anything that broad took
Benny's got to make good on.

What do you want
to do about it, Meyer...

As a businessman?

Give him till Christmas,
when the hotel opens,

see if it works.

If it does,
we'll be happy.

Let him pay off
her debt.

What if The Flamingo
goes bust?

Then I'll handle it myself.


20 dwarves took turns
doing handstands on the carpet.

20 dwarves took turns doing
handstands on the carpet.

20 dwarves took turns...

BEN: No word from Clark Gable
or Gary Cooper?

Not a word.

Worst luck I've ever seen.

You can do all kinds of things,

but you can't control the weather.

No mere mortal ever could.

We can't lose heart.




Check that fuse box.

What the hell
is going on?


Can we get
some flashlights?

Ladies and gentlemen,

I want to thank all of you
for coming here tonight

to try to make the opening
of The Flamingo a success.

Due to the implementation

of further refinements
in the hotel,

which will make The Flamingo
an even greater place,

which you can all enjoy,
uh, I am going to announce

the temporary closing
of the hotel

effective as of friday night.

I hope to see you all

At the grand reopening
of the hotel,

The date of which
will be announced soon.

Thank you very much.

Ben, Meyer Lansky's
on the phone.

He wants
to talk to you.


No, we're shutting down
temporarily on friday night,

and we...

Why would I fly to L.A. tonight
to see Gus and Moe?

Meyer, Meyer, Meyer,

I want you
to do something for me.

I want you to promise me,
no matter what happens,

you'll protect Virginia.

You give me your word on that,
I'll go to L.A. tonight.

Do I have your word?


Meyer, you want a tip?

Never sell your shares
in The Flamingo.

You'll live to thank me.



I'm sorry, Ben.

What do you mean?
For what?

I should have been with you.

What do you mean?
You're here now.

You're the only one.

They told me
you have to go to L.A.

I got a meeting in two hours.

Meyer's sending Gus and Moe.


If you're going
to L.A. for money

you may not need it.

What do you mean?

$2 million.

I always said you were
a better businessman than I was,

But I... I... I don't... I...

I don't get it.

I don't know.

Maybe I...

Maybe I took it for us,
or maybe I took it for me.

I don't know.
It's just...

You get a little confused,
and you get afraid...

I don't know.

Maybe I thought I'd buy us
a couple of hot dogs

at Coney Island.

I tell you what.

Why don't we just leave it
in the bank.

We'll save it
for a rainy day, huh?

I got to go.

Want me to go with you?

I'll come with you.



In this weather?


I see.

Get out of here.

Be back in
a couple of hours.

All right?

I love you, Ben.

You know something, Mick?
You got Virginia all wrong.

Tonight, she was willing
to fly for me.

I don't want to talk
about Virginia, Ben.

All right.
Good night.


I am on to your racket.

MAN: You've got the blueprints
all drawn, haven't you?

Yeah. You got a line, sister,

but it don't make a wife
for a right guy,

so I'm telling you straight

forget that you ever seen him...

Yeah. You got a line, sister,

but it don't make a wife
for a right guy,

so I'm telling you straight

forget that you ever seen him

and if you don't get
what I mean,

this might get...
give you an idea.

Now, listen, mister,

before you came in here,
I was worrying about henry...


I figured
I wouldn't marry him

because he is
a regular guy, but now...


I'm so sorry.
I beg your pardon.

But now...

Now I'm going to marry him.
Is there anything else?


Then what's the trouble?

Two bucks for what?

One beer
and some phony champagne?

That's right.

Split it between you.

Ain't you being
a little hasty, pal?

You're so cheap,
you're wholesale...


That's all it's worth.

You don't want to get
into no trouble, do you?

I just had this suit pressed,
and it was...

And what about the...

during the electric storm?

Well, we had water.

Hello, Moe.

this is Gus Greenbaum.

Meyer Lansky sent us.

We're taking over control
of The Flamingo hotel.

Ben Siegel controls The Flamingo.

Bugsy Siegel is dead.

The Flamingo belongs to us.