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Robert De Niro, Sharon Stone, Joe Pesci, James Woods. Directed by Martin Scorsese. Aspect ratio: 1.85:1. Dolby Digital 5.1. 179 minutes. Univeral 20159. Rated R. $26.98.

Martin Scorsese has made a career of examining the sleazy underside of American life. In Casino, he follows the rise and fall of Tangiers casino boss Sam "Ace" Rothstein, aggressively underplayed by Robert De Niro. In the process, he also chronicles the last days of the old mob-run Las Vegas before it became the corporate-controlled, family-fun theme park we know today. Writer Nicholas Pileggi reportedly spent five years doing research for the book on which the film is based.

Rothstein, an extremely scientific gambler with an incredible track record, is sent to Las Vegas by his Kansas City-based mob bosses to supervise the Tangiers casino. He is soon joined by his boyhood pal and "business associate" Nicky Saranno, a small-time hoodlum and "enforcer" looking for fresh opportunities away from "the heat back home." As portrayed by Joe Pesci, Saranno is a vicious, sadistic punk mobster who temporarily manages to keep the bosses happy while carving out a piece of street action for himself. Saranno isn't totally despicable, though; the loyalty he shows to Rothstein and his basic adherence to the mob's own twisted sense of honor make him a compellingly complex character.

The high-class hustler Ginger is similarly complex and stunningly played by Sharon Stone. Ginger, who loves only money, is the pivot around which the story revolves. Rothstein first spots her pulling a clever scam in the casino and soon falls hopelessly in love. Despite her protestations that she isn't in love with him, he talks her into marrying him with the offer of a million-dollar bailout if it doesn't work.

At first, Ginger is ecstatic with her luxurious life, but as Rothstein climbs higher up the Tangiers' management ladder, he has less and less time to spend with her. She drinks heavily, their relationship founders, and she has recurring meetings with a parasitic pimp from her past, a slimeball named Lester Diamond, effectively played by James Woods. With tentacles reaching back into her adolescence, Lester has a hold on Ginger that she can't shake. Her fundamental instability and self-destructiveness inevitably lead to the breakdown of her marriage to Rothstein. Similarly, Saranno's essential weakness and corruption lead to his downfall, too.

Surrounding the downward spiral of the main characters, we see the collapse of the mob system that ran Las Vegas until the mid-1980s, when the corporate interests took over. As Rothstein explains near the end of the film, today's Las Vegas "was built by junk bonds."

Technically, the DVD transfer of Casino is excellent, but at just under three hours, it's simply too long. The film could have been cut by half an hour without losing anything essential. But the improvisational quality of much of the acting adds a degree of gritty believability to an already believable story.

The soundtrack is a wonderful compilation of musical selections, but the music overwhelms the narration that runs throughout the film. And some of the selections beat you over the head with too-obvious irony (e.g., "House of the Rising Sun" during the last tragic moments and "Stardust Memories" recited as the final credits roll).

Like most of Scorsese's films, Casino is both disturbing and excellent, and it will stand the test of time. However, you need to be a real fan of the mobster genre to enjoy it to the fullest. I'm not fond of corpulent mob bosses, in-depth portrayals of self-destructive losers, or mindless violence. Watching people get shot in the head, suffocated with plastic bags, beaten with baseball bats, and buried alive isn't my idea of a fun time. But nobody ever said great art had to make you feel good.