COVER STORY : ON LOCATION : The Gangster Who Invented Vegas : Warren Beatty and Barry Levinson chronicle the dream of the eccentric Bugsy Siegel to build a gambling Mecca in the desert

If the name Ben (Bugsy) Siegel isn’t yet a part of the popular consciousness, before year’s end, it should be. For Siegel--a charismatic, larger-than-life gangster who was part murderer, part visionary--is fast becoming a staple in Hollywood’s larder.

Siegel briefly surfaced in “The Marrying Man,” and he’ll reappear in the soon-to-be-released “Mobsters” as one of four young hoods on the rise. But as befits a man with more than a trace of megalomania (see story, Page 7), he’ll have a movie to himself when Tri-Star’s “Bugsy,” directed by Barry Levinson, hits the screen at Christmastime.

The $30-million project has been incubating in the mind of Warren Beatty, who plays the gangster, for eight years, and has been a constant companion to screenwriter James Toback for seven.

When the director-producer team of Barry Levinson and Mark Johnson (“Rain Man,” “Avalon”) came aboard last summer, they lined up an enviable cast: Annette Bening, an Academy Award nominee for her work in “The Grifters,” as Bugsy’s love interest; Harvey Keitel as gangster Mickey Cohen; Joe Mantegna as actor George Raft, a childhood friend of Bugsy’s who rubbed elbows with the mob; Elliott Gould as Siegel crony Harry (Big Greenie) Greenberg; “Gandhi’s” Ben Kingsley as Siegel’s mentor Meyer Lansky, and rock promoter Bill Graham as Lucky Luciano.

“Bugsy” catches the mobster in the prime of his life, the 1940s, when the New York underworld kingpin came to Los Angeles to set up the West Coast operation for the mob. It was then that the dapper Siegel began an extramarital affair with Virginia Hill, a second-rate actress, with whom he charmed his way into Hollywood society. And it was then that he was inspired to build the Hotel Flamingo (so called because of his nickname for the long-limbed Hill), the first luxury resort-casino in Las Vegas.

Located 10 miles from the nearest building, the Flamingo paved the way--with a little help, as Siegel foresaw, from the Hoover Dam, the development of air conditioning and the growth of air travel--for the gambling Mecca as we know it today.

“Friends thought he was completely crazy,” says Toback. “But Bugsy was determined to build a city in the desert. He thought of the Flamingo as a seed.”

For Siegel, becoming a gangster was more serendipity than deliberate choice. “If Bugsy had been educated, he would have been a mad inventor,” says producer Mark Johnson. “He was more a builder than a destroyer.” Mantegna agrees: “The man is an eccentric personality with the mind of an entrepreneur. Bugsy could be a Broadway producer and it would be the same story.”

Beatty, who with Levinson and Johnson is also producing the film, views Siegel as an iconographic figure. “Bugsy is the perfect embodiment of the mutual fascination that has always existed between the mob and Hollywood,” he maintains. “Hollywood has exploited the hell out of gangsters over the years. They have all the elements of drama: a clear objective, a clear obstacle to what they do, plenty of blood and guts. There are also similarities between the two. The narcissism of Hollywood is a mirror image of the narcissism of the underworld. There is a presumptuousness that exists in both, an assumption of certain prerogatives.”

Four o’clock in the morning, one day early in May, cast and crew are gathered in an elaborate re-creation of the Hotel Flamingo. The building is plopped onto a barren stretch of Mojave Desert, between Ocotillo Wells and the Salton Sea, a desolate hour’s ride from the La Quinta Hotel, which for a two-week period the actors call home.

“I had a dream,” Levinson is saying, leaning his elbow on a one-armed bandit. He’s sporting a T-shirt and shorts in deference to the day’s 103-degree heat. Gray hair sprouts out underneath a white baseball cap with “Bugsy” imprinted in black and gold. Though the 49-year-old director is winding up his third successive 18-hour day--and a week without a break--there are no ostensible signs of fatigue. Only in his subconscious do the strains of moviemaking come out.

“The propeller was getting louder and louder,” he says in a clear allusion to the orange 1942 Howard Monoplane that had carried a rain-drenched Siegel away from his lover during an emotional, logistically difficult scene shot 24 hours before. “I kept shouting to the crew to turn things down, fuming that you couldn’t hear the actors. Suddenly, I woke up and realized where I was. What I was hearing wasn’t propellers at all--just the sound of a lawn mower outside my bungalow.”

Such reveries are born less of paranoia than of actual experience. Rainstorms, after all, had delayed the construction of the Flamingo by a full nine days; water spritzing from cranes short-circuited the 60-foot-tall neon sign promoting the appearance of Jimmy Durante and Xavier Cugat during the all-important opening-night scene; 34 cactus needles had to be pulled from an assistant director who had taken off on a nature walk; a scorpion and baby rattlesnakes made unscheduled cameo appearances.

To get an edge on the elements, the medic on the shoot stocked up on goggles and face masks from Army fatigue stores. Periodically, he’d circulate with towels dipped in SeaBreeze to be placed on people’s necks. Instances of mild heat exhaustion and chest congestion occurred nevertheless. During one dust-storm scene, 30 extras--functioning without the luxury of masks--needed to have their eyes rinsed out three or four times a day. Such headaches notwithstanding, the picture came in only a week over schedule and a million dollars over budget.

There’s an easy camaraderie that permeates the set, little of the methodological soul-searching that actors often employ between scenes. Johnson and Levinson hang out with Toback, Bening and Beatty in the actor’s trailer--the movie’s unofficial clubhouse. After “lunch” is called at 1:30 in the morning, the group downs some Tony Roma ribs and Haagen-Dazs while tackling such esoterica as the abolition of libel law, the intrusion of “political correctness” into the arts, the female characters in Tennessee Williams’ plays, language peculiar to the Baltimore-Washington area (Levinson and Beatty are natives) and the merits of Coke vs. Pepsi. It’s Gertrude Stein’s salon, Hollywood-style.

Beatty, stretching his acting muscles after playing the decent, upstanding “Dick Tracy,” relishes the fact that, this time around, directorial responsibilities fall to someone else. “It feels wonderful to have an audience, people to play off,” he says. “The difference between directing yourself and being directed, if you’ll excuse the analogy, is the difference between masturbation and making love.”

Johnson calls the team an unusually complementary one: “We have a very interesting threesome here,” he says. “Barry, who synthesized the script and brought his usual sense of humor to the project; Toback with his wit, anger and understanding of obsession; and Warren, one of the brightest, most politically informed minds around.”

Bening, too, is relaxed, luxuriating in what Levinson terms “that rare woman’s role that encompasses every adjective you can think of.” (Especially rare, he might add, in the bulk of his films, for women barely register in such Levinson hits as “Diner,” “Rain Man” and “Good Morning, Vietnam.”)

“Films generally aren’t about words but about visual images,” the actress says. “But the richness of language and repartee makes this one seem like a play. It’s such a pleasure to have, as Carrie Fisher said in ‘Postcards (From the Edge),’ ‘inches of dialogue.’ Virginia is a full-blown woman with her own agenda. I love her volatility, her fallibility, the way she and Bugsy seduce and battle with each other. The two of them are voraciously romantic. She’s the catalyst, the one who gives him the fire to seek out his dream.”

In “Avalon,” the filmmakers had to re-create Baltimore from the turn of the century through 1968. In “Bugsy”--like “Lawrence of Arabia,” an intimate, interior film set against a broad expanse--the challenge was less logistics than the upscale nature of the project itself. Costume designer Albert Wolsky dressed more than 2,000 people in the course of the film, tracking down vintage clothing for most. And because cinematographer Allen Daviau lit the scenes like Hollywood movies of the ‘40s, everything--and everyone--had to be that much more attractive and interesting than in everyday life.

“Barry wanted our approach to be the Golden Era of Hollywood--the height of glamour, the height of style,” says production designer Dennis Gassner, whose credits include “Miller’s Crossing,” a very different view of the underworld. “That’s what inspired Bugsy to build the Flamingo in the first place.”

This was the first Levinson film shot in Los Angeles and it was an eye-opener of sorts for the director. Though he opted to shoot in the Biltmore Hotel and Union Station, virtually all the homes, restaurants and men’s stores had to be built on sound stages.

“During pre-production, we were looking for locations of what was originally L.A.,” the director recalls. “In almost every case, those buildings were destroyed--and not one of the new ones was an improvement. Hollywood Boulevard, pretty in the ‘40s, has become a disaster area in terms of signage, buildings, facades. Cinder-block additions have been added to magnificent marble structures resulting in total garbage. The deterioration of Los Angeles as a city is astounding, frightening, staggering.”

In the interest of authenticity, Beatty’s clothes--custom designed by Wolsky--were virtual clones of those the gangster sported and, once a week, the actor would sit for a manicure as did the almost neurotically fastidious Siegel. Everything on Beatty’s person--cigarette lighter to cuff links--was monogrammed Bugsy-style.

Colleagues maintain there’s more than a passing resemblance between the two men. “Warren, I suspect, relates to having a passion, the need to pursue life to the fullest,” Bening says. “You don’t make a movie like ‘Reds’--acting, producing, directing, writing--without tremendous will. Like Bugsy, he’s not afraid to answer that calling within: ‘If I want to do a crazy picture about a Communist in Russia, I’ll do it.’ ‘Reds’ was his Flamingo.”

Though Beatty has lived a far less self-destructive life than Bugsy, says Toback, the actor understands what drives the man. “Warren relates to the extravagance of gesture, the romantic compulsiveness, the need to push every idea and every act to its limit,” he asserts. “He’s appalled at the thought of embarrassment, defeat, humiliation. Acting Bugsy is the perfect dispensation of the need to live that way.”

Authenticity may have prevailed when it came to production design, but in the screenplay events were compressed and the time frame altered to keep the picture moving along. “I don’t think I’ll ever again adhere so slavishly to literal chronology as I did in ‘Reds,’ ” Beatty says. “Though it’s very important to remain true to the character, this isn’t a documentary.”

Toback agrees. “Adapting a life is an obstacle course,” he says, “far trickier than creating an imaginary character for which there are no rules. You’re confronted with certain unfortunate realities to which you can’t be captive, but really can’t ignore. Since a film can’t meander like a life does, the challenge is to find a dramatic thrust.”

It wasn’t easy. The first draft came in at 260 pages--l00 pages more than the final version. “We had a Wagnerian film, an eight-hour movie on our hands,” the screenwriter recalls. “If I was financing the movie myself, that may have been fine, but Hollywood expects you to tell your story in less time than it took God to create heaven and earth.”

It’s “magic hour” in the desert, that fleeting period prior to sundown which makes a cameraman--and the actors he’s shooting--look good. Beatty, dressed in a black-and-white houndstooth check sports jacket accessorized by an ascot and tan suede shoes, pulls a taupe 1942 Cadillac to a halt and takes off into the desert. Keitel, transformed with a bald cap and nose piece, gets out to stretch his legs. As he and a clearly perturbed Bening commiserate, Beatty comes running back, arms flailing, determined to build a luxury resort hotel on that spot.

Bugsy: It came to me like a vision, like a religious epiphany.

Cohen: You’re not talking about God, are you, Ben?

Bugsy: I’m talking about the single greatest idea I ever had.

Hill: Well, I just had the greatest single idea I ever had. (Stepping hard on the accelerator, she leaves the guys in the dust.)

Bugsy: (admiringly) Isn’t she magnificent?

Cohen: Yeah, just what I’ve always been looking for: a broad to leave me alone in the middle of the desert to drop dead and be eaten by vultures.

Bugsy: Mickey, I’m gonna remember this day . . .

Levinson, a cool towel tied around his neck, peers intently at two Sony monitors, one offering a medium shot, the other a closeup. As the two characters stroll down the parched road, their Mutt and Jeff silhouettes contrasting against lavender mountains and pink sky, the director nods his head and smiles. “And cut.”

A few miles down the road, a little later that night, cast and crew reassemble for the big opening-night-at-the-Flamingo scene. The casino-hotel, unexceptional by day, is dazzling by night. Lush sod, the only green in sight, adorns the front. A “lightning machine” and cranes simulate torrential rains. Outside, a bunch of tuxedoed thugs--many of whom answered a call for extras on a San Diego radio station--mill around.

One rough looking sort insists he’s not only an extra, but an emissary “from the East” sent by mob families to keep an eye on the production--a claim the filmmakers jokingly discount. “Warren Beatty can play Dick Tracy all he wants,” he says straight-faced in “Godfather”-like tones. “Now he’s coming onto our turf and if it’s not told right, people will be very angry.”

Inside, red-lipped nymphettes in ball gowns mingle with cigarette girls, dealers and croupiers, passing the time until the cameras roll. The “hotel” and “pool” seen through the “window” behind the bar are actually parts of an intricate special effect: a 78-foot-by-19-foot photograph of a minutely detailed miniature. The set, erected over the course of nearly three months, is convincing enough to have shocked one couple driving by on the first day of the shoot. The two, who wandered in to check out the scene, had been married in its real Las Vegas counterpart on the Flamingo’s opening night.

Bugsy, hair slicked down from the simulated rain, strides into the half-empty casino. Distraught that bad weather had shut down the airport and turned his dream into a nightmare, his gaze falls to an object on the carpet. “Who,” he yells in a broad New York accent, “is responsible for this cigarette butt heah?” Silence. “No one has the guts to say ‘I did it’ and apologize?”

In successive takes--well over a dozen--Beatty delivers several variations on the theme, at one point threatening to fingerprint the butt to determine the culprit. “Nice touch,” says Levinson, walking up to him. “Want one last one?” The actor takes him up on the offer but later, during a quieter moment, reflects on the need to draw lines.

“Making a movie, you have to pace yourself,” he observes. “It’s like government bureaucracy--there’s no limit to how it can absorb you. Pictures are never finished. They’re just abandoned at a certain point.”

At 5 a.m., the opening-night scene is in the can. Levinson, dropping his customary reserve, dances in and out of the camera wires on the floor. “Keep loose on your feet,” he says to no one in particular, making moves reminiscent of gym-class agility tests.

No, the director insists, “Bugsy” won’t be just another in a long list of gangster movies. “The key is in the storytelling. If I feel that I’ve seen a movie already, I have no interest in doing it. I try to find something slightly ‘out there,’ something I have to reach for.

“The challenge is to deliver what’s up in my head,’ Levinson adds, taking one last look at the monitor before retiring for the night. “That’s what I’m always chasing--but it’s very elusive.”