By TODD MCCARTHY

Tue., Jan. 21, 2003, 5:55pm PT

Macy and Bello portray the sort of semi-klutzy, social misfit characters that, 40 years ago, might have been embodied by Jack Lemmon and Shirley MacLaine. Macy's Bernie Lootz is outstandingly successful at one thing -- making his knack for losing rub off on other people. For many years, Bernie has worked as a "cooler" at the Shangri-La Casino. Whenever someone gets hot and begins winning too much, Bernie wanders over to the table and, by his mere presence, causes the gambler's luck to turn -- "I do it by being myself," he explains. He's a professional wet blanket, jinx and party pooper rolled into one, and as such is much valued by his boss, Shelly Kaplow (Baldwin).

Although Shelly is Bernie's closest friend, the relationship is that of master to indentured servant; Bernie has remained in Shelly's employ to pay off a large debt, the accruing of which also provoked Shelly to kneecap his buddy, leaving him with a gimpy leg. But in a week, the debt will be paid off, and Bernie plans to leave Vegas immediately.

Kramer and co-scenarist Frank Hannah roll the narrative dice quickly to set several games in motion. Bernie develops an immediate soft spot for new cocktail waitress Natalie (Bello), a beleaguered soul who shows the effects of a decade of failure and disappointment on the Vegas merry-go-round. To Bernie's amazement, this worn-out but still very cute lady jumps his bones, in a funny and surprisingly frank scene in Bernie's minimally furnished little apartment. Their rapport reawakens Bernie's long-slumbering romantic streak, and Natalie startles herself by reciprocating the feelings of a homely guy who might be the last honest man in Vegas.

At the casino, Shelly is beset by East Coast bosses who plan to modernize this final remnant of the original Vegas; despite the fact the casino makes a healthy profit, it's chicken feed by the modern standards of the theme-park complexes that surround it. In a fabulously juicy tirade, Shelly blasts away at the new amusement-park image of the town, the "rape" of the place by Steve Wynn and the disappearance of what he believes Vegas is supposed to be all about -- serious gambling for adults. The Shangri-La is "the last of its kind," he says, and Shelly's sticking up for old-school ways, no matter how shady and crooked they may have been, against the bottom-line MBA mentality, makes him an initially sympathetic character. Shelly also remains loyal to an old crooner (Paul Sorvino), who can barely get through his sets in a dreary showroom that looks as old as he is.

With lenser James Whitaker's camera joyously gliding around the main gambling rooms (the production took over an about-to-be renovated casino in Reno for the shoot), pic generates considerable interest, and amusement, just by observing Bernie doing his job. This dopey-faced man's arrival at any craps or poker table instantly lowers the temperature and gives the willys to any gambler who catches his glance.

The dramatic rub, however, is that, once Bernie begins falling in love, he feels the cloud of perennial bad luck lifting from his shoulders, to the point where he's no longer a good cooler. Since he's retiring in a few days, this shouldn't matter. But when his long-lost loser son Mikey (Shawn Hatosy) rolls into town with a pregnant girlfriend (Estella Warren) and proceeds to get caught cheating at the Shangri-La after building up a $150,000 stake, Bernie is forced to indenture himself once again to Shelly in order to save his son's life. But from Shelly's point of view, Bernie's good for nothing as long as Natalie is around, creating an unnegotiable conflict the likes of which Shelly knows only one way of settling.

Script offers a virtually perfect balance between the professional and private sides of the protagonist's life, the two intertwining in entirely organic ways. Macy has had a corner on sad sack characters for a while, but this one lets him show some new and vibrant colors in the way Bernie comes alive to the royal flush Natalie's arrival represents to him. Early on, Bernie makes jokes at his own expense -- he's such a loser that even his plants die on him -- but Natalie need say very little, so clear is the subtext to her character both in the writing and in Bello's wondrously winning but never sentimental performance. The intimate scenes between the two unlikely characters are informed by great spontaneity, mutual sympathy and trust, which generate an unusual degree of audience good will and rooting interest.

Balancing this is a blunt view of the power, money and potential criminality that drive business in general and Vegas in particular. Although it's clear from the outset Shelly is capable of anything in order to get his way, the character makes a detailed progression from charming rogue to venal and violent monster that is all the more shocking given his initial appeal. Baldwin has played characters like this before, notably in "Glengarry Glen Ross," but this has to stand as his most fully wrought portrait of unconcealable viciousness.

For a first-time director, Kramer's work with the actors and the visual staging is remarkably accomplished; pic evinces a sense of absolute assurance and confidence. From Arthur Coburn's seamless editing to Toby Corbett's evocative production design and Mark Isham's outstandingly atmospheric score (abetted by a fine choice of tunes one can associate with the old Vegas), production values are tops, as are the abundant supporting turns.
 
Camera (Deluxe color, Panavision widescreen), James Whitaker; editor, Arthur Coburn; music, Mark Isham; production designer, Toby Corbett; set decorator, Alice Baker; costume designer, Kristen M. Burke; sound, Stephen Halbert; associate producer, Andrew Busey; assistant director, Richard L. Fox; casting, Amanda Mackey Johnson, Cathy Sandrich Gelfond, Wendy Weidman. Reviewed at Sundance Film Festival (Dramatic Competition), Jan. 17, 2003. Running time: 101 MIN.

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