Benjamin 'Bugsy' Siegel ( Warren Beatty) is the legendary power broker whose disarming charm and elegant good looks hide a violent and dangerous personality. Virginis 'The Flamingo' Hill ( Annette Bening) is a stunning glamorous starlet with a wise guy wit and tough past. Their attraction is magnetic - together sex risk and danger to fight their underworld bosses and builds their dream of a city in the desert drive them.