Beatty's desire to make and star in a film about Bugsy Siegel can be traced all the way back to the late 1970s and early 1980s. After completing
Reds (1981), Beatty had several projects that he wanted to do but his two dream projects were to produce, star, and possibly direct the life story of
Howard Hughes and the life story of Bugsy. Beatty stated that of all the characters he played in films, such as
Clyde Barrow in
Bonnie and Clyde (1967) and
John Reed in
Reds, he felt that he was the right actor to play both Bugsy and Hughes. Beatty was fascinated by Siegel, who he thought was a strange emblem of America (an American gangster who was the son of Jewish immigrants who became fascinated with
Hollywood and who also envisioned a
desert city in which legal gambling is allowed). Several filmmakers attempted to make a film based on Bugsy's life, most famously French director
Jean-Luc Godard, who wrote a script entitled
The Story and envisioned
Robert De Niro as Siegel and
Diane Keaton as Virginia Hill. In the late 1970s, Beatty met screenwriter
James Toback, with whom he became fast friends when Beatty was preparing
Heaven Can Wait. Years later, when Beatty was in pre-production on
Ishtar, he asked Toback to write a script on Bugsy. During the course of six years and in between two films that he was involved in, Toback wrote a 400-page document of Bugsy's life. However, under some strange circumstances, Toback lost the entire document. Under pressure from
Warner Bros., who Beatty learned also had a Bugsy Siegel script ready to be produced, Beatty pursued Toback to write a script based on his lost document. Toback handed his new script to Beatty. Beatty approved it and went to several studios in hopes of obtaining financing and distribution for the film. Beatty presented Toback's script to Warner Bros. and claimed that it was much better than the one that Warner Bros. was interested in producing. Warner Bros. passed on the project, and Beatty eventually got the backing of
TriStar Pictures. Initially, Toback was under the impression that
he would be the director. For a while, Beatty could not find a director (he did not know or chose not to know of Toback's desire to direct the film). Beatty feared that he would be stuck in the position of having to direct the film himself. He said, "I'm in just about every scene of the picture, and I didn't want to have to do all that other work." However, Beatty announced to Toback that
Barry Levinson was on board to direct
Bugsy. At first, Toback was disappointed, but he quickly learned that Levinson was the right person for the job. Despite the length of the script (which would have run three and a half to four hours), Beatty, Levinson, and Toback condensed it to a two-and-a-half to three-hour script. The trio worked very closely together during the production of the film. During casting, Beatty wanted
Annette Bening to play the role of Virginia Hill. Before
Bugsy, Bening was a candidate to play Tess Trueheart in Beatty's
Dick Tracy. After seeing her audition, Beatty phoned Levinson and told him, "She's terrific. I love her. I'm going to marry her". Levinson thought Beatty was just excited at her audition and did not think that Beatty actually meant what he had said. Both Beatty and Bening stated that their relationship started after completing the film. Later that summer, Bening became pregnant with her and Beatty's first child, which resulted in a tabloid/media frenzy at the time. The child was born January 8, 1992, and the couple married on March 12. Before Bening's casting,
Michelle Pfeiffer was considered for the role of Virginia Hill, but turned it down. Originally, Beatty played Bugsy with a heavy New York City accent (which can be heard in the trailer). However, both Levinson and Toback thought that the accent was not right, so Beatty dropped the accent (which he thought was "charming") and used his normal voice.
Principal photography began in January 1991, and filming wrapped in May 1991. Locations included Los Angeles,
Pasadena, California,
Coachella Valley, California, and the
Mojave Desert. == Release ==