Based on the non-fiction book by Nicholas Pileggi, the movie is based on three characters: bookmaker "Ace" Rothstein (Robert De Niro), Mafia underboss Nicky Santoro (Joe Pesci), who is also Ace's best friend and Ginger McKenna (Sharon Stone), an ex-prostitute known for playing the field.

Ace plays by the Vegas rules, while Nicky and Ginger lie, cheat, and steal to get what they want. The drama chronicles their rise to power in the gambling empire.