Had a fine time watching Bugsy recently, a near gem of a modern gangster film. A 1991 effort starring Warren Beatty as Ben "Bugsy" Siegel and a then-unknown Annette Bening as a fast talking , smart woman Siegel takes up with when he comes to 1940s Los Angeles to muscle on the local organized crime boss. Beatty is effective here as a man of great charm and sudden violence, a man desiring to be a hard boss, enforcer , gentleman, and lady's man; the sudden swings in his moods and the turmoil that ensues are convincingly conveyed--little tell-tale signs in facial expression, a tilt of the head, a growing escalation in volume and intensity of questions being asked a character Siegel suspects of having stolen from him--are well-played signals that Bugsy is about to go off. This was a break through role for Bening , and she brings a sharp tongue and a quick wit to her portrayal of a lone woman alone in a town full of predator men who are liars, cheats, thieves, and killers all who falls for the charming if erratic Siegel. The recreation of Los Angeles of the period is very well done, and I rather enjoyed the dark tones used to suggest a noir quality--this has an aura of quality black and white photograph that was hand-colored especially well. The film does drag in the middle, but it picks up well, and the casting of Ben Kingsley, Harvey Keitel, Joe Mantegna and Bebe Neuwirth is very fine. We must mention a small role for Elliot Gould as a lumbering, likeable , dumb oaf of a thug who is doomed .Directed by Barry Levinson, screenplay by James Toback, cinematographer Allen Daviau.