Ben "Bugsy" Siegel who works for the Chicago mob goes to Califonia and instantly falls in love with Virgina Hill (Annette Bening) and then buys a house. He decides to take a trip to Nevada where he comes up with the idea for a casino in the desert. He enlists the help of Mickey Cohen (Harvey Keitel) and acquires funding from Meyer Lansky (Ben Kingsley) and other Chicago mobsters who approve the deal for $ 1 million dollars.