In charge of four casinos in Las Vegas, Sam "Ace" Rothstein (Robert DiNiro) keeps a canny eye on every cheat that walks into his casinos and looks the other way as the skim flows out the back. He becomes the high priest and controls the odds when he meets Ginger McKenna (Sharon Stone). She is a chip-hustling vamp that charms Ace and becomes his wife. Nicky Santoro (Joe Pesci), Ace's best friend, comes to Las Vegas to give Ace a hand with managing the casinos. The two run a perfect opperation until Nicky begins to gain too much power and their lives become entangled in a story of money, sex, drugs, greed, and power.