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obert De Niro stars as Sam "Ace" Rothstein, a Jewish-American top gambling handicapper who is called by the Mob to oversee the day-to-day operations at the fictional Tangiers casino in Las Vegas. The story is based on Frank Rosenthal, who ran the Stardust, Fremont and the Hacienda casinos in Las Vegas for the Chicago Outfit from the 1970s until the early 1980s.

Joe Pesci plays Nicky Santoro, based on real-life mob enforcer Anthony Spilotro. Nicky is sent to Vegas to make sure that money from the Tangiers is skimmed off the top and that the mobsters in Vegas are kept in line. Sharon Stone plays Ginger, Ace's self-obsessed and devious wife, a role that earned her a Golden Globe Award for Best Actress and a nomination for the Academy Award for Best Actress.

Going back ten years, Sam, then a sports handicapper for the mob, is entrusted by organized crime bosses to run the Tangiers Casino, which is under their control through corrupt representatives of the Teamsters. (Although Sam's real-life counterpart worked for the Chicago Outfit, the film never specifically states Chicago as Sam's bosses' home base. Instead, throughout the film the characters refer to "back home" and "The Midwest bosses," with occasional references to Detroit and Kansas City.)

Sam is at first reluctant to manage the Tangiers due to his criminal record, but is able to do so through lax gaming laws which simply require employees to make an application for a casino license; and can work at the casino while awaiting a license hearing, which often take years due to a large backlog. Sam's expertise enables him to quickly double the casino's profits, which are skimmed by the mafia before the records are reported to income tax agencies. 

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Impressed with Sam's work, the bosses send Sam's friend, enforcer Nicholas "Nicky" Santoro (Pesci), to protect Sam and the whole business. Nicky, however, begins to become more of a liability than an asset, as his brash attitude quickly gets him banned from every casino, and his name is placed in the black book. Nicky then gathers his own crew and begins his own businesses, such as a restaurant and a jewelry store, but also engages in burglary, which is not sanctioned by the bosses. Sam, meanwhile, meets and falls in love with a hustler, Ginger McKenna (Stone). Despite Ginger's reluctance, they soon conceive a daughter, Amy, and marry.


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But their relationship slowly begins to fall apart when Ginger is caught by Sam and Nicky aiding her former boyfriend, a con man named Lester Diamond (James Woods). Sam also makes an enemy in Clark County Commissioner Pat Webb (LQ Jones) by firing his brother-in-law Donald Ward (Joe Bob Briggs) from the casino for his incompetence and resisting pressure from Webb to reinstate him. Webb retaliates by pulling Sam's casino license application from the backlog, forcing Sam to have a license hearing, but secretly arranges for the gaming board and State Senator Harrison Roberts of the State of Nevada (Dick Smothers) to reject the license. Sam responds by appearing on television and openly accuses the city government of corruption. The bosses, unappreciative of Sam's publicity, ask him to return home, but he stubbornly blames Nicky's reckless lawbreaking for his mess. Nicky chastises Sam to never "go over his head" in a heated argument in the desert.