More than just another gangster film, "Bugsy" is a compelling portrait of an ill-fated romance between two selfish, volatile people who stop at nothing to get what they want. And they want it when they want it.

Warren Beatty gives his best performance in years as Benjamin Siegel, called "Bugsy" behind his back but never to his face. He's charming, self-absorbed, stubborn and occasionally more than a little nuts. He wants it all — but he's not quite sure how to get it all and keep it all.

Having grown up with his gang buddies, Siegel is a tough gangster used to getting his way. Though he has a family, he's a womanizer from way back and makes no effort to curb his appetites.

But he meets his match in Virginia Hill (also very well-played by Annette Bening), a seductive woman who stands up to him like no one ever has.

The bulk of "Bugsy" focuses on their passionate love affair, with the final third being built around Siegel's dream of building a casino oasis in Las Vegas. Much of the film is episodic, and there are some marvelous vignettes, as with the wildly choreographed sequence that has Siegel running from room to room in his apartment, wearing a chef's hat and apron, as he tries to placate his wife and children during a birthday party, talk to his partners about Las Vegas and make telephone contact with spies he has watching Virginia.

Lushly directed by Oscar-winner Barry Levinson ("Rain Man," "Avalon," "Good Morning, Vietnam"), and sharply written by James Toback ("The Gambler," "Fingers"), "Bugsy" boasts a period setting that never seems artificial, as well as a bevy of excellent performances. And there are a goodly number of colorful characters — chiefly Siegel's best friend Meyer Lansky (Ben Kingsley), his loyal henchman Mickey Cohen (Harvey Keitel), his movie star buddy George Raft (Joe Mantegna) and a sad, dim mob informant (Elliott Gould) who stretches the limits of Siegel's loyalty.

Still, despite the fascination with them, it's hard to care vary much about any of these characters, and the result is a film that lacks any emotional resonance. There's nothing wrong with it, per se, but it probably won't stay with you, either.

"Bugsy" is rated R for considerable violence, profanity and some sex.