REVIEW by Willard Manus

THE COOLER is the best Las Vegas film since Leaving Vegas.

Written by newcomers Frank Hannah & Wayne Kramer and directed by the latter, THE COOLER has a gritty, noirish edge and an insider's knowledge of the casino world which, combined with stellar performances by William H. Macy, Alec Baldwin and Maria Bello, adds up to a drama of substance and power.

Macy is usually seen in supporting roles, but this time he dons the leading-man mantle and wears it well, even in the graphic love scenes between him and the much-younger Bello (they not only show it all but do it all). Macy also holds his own in his scenes with Baldwin, whose on-screen intensity and charisma are always formidable, so much so that he needn't raise his voice to convey urgency or anger, not even while playing a bad guy, Shelly Kaplow.

Macy's performance is made even more remarkable in light of the character he portrays--Bernie Lootz, a nebbishy, gimpy guy whose luck is so bad that he is employed by Shelly to "cool down" winning gamblers at his Shangri-La Casino. Every casino has one, it would appear--a man whose bad luck is so contagious that his mere appearance at a hot blackjack or craps table is enough to kill a hot streak.

Bernie and Shelly have a relationship that goes way back to when the former was a troubled gambler whose debts at the Shangri-La mounted so high that Shelly had to cover them--but not before he broke Bernie's leg with a baseball bat. Shelley is an old-line Vegas guy, one who lives by a strict code of behavior. You loan your friends money, but if they don't pay you back you go right for their kneecaps.

Bernie has just about paid all his debts back and yearns to leave Shelley's employ--and get the hell out of Vegas. Widowed, estranged from his son, living in a dump of a motel whose walls are so thin he can hear the next-door couple humping away every night, Bernie's life is lonely and lousy until he meets Natalie (Bello), the new cocktail waitress at the Shangri-La. She's blonde, beautiful, with a killer body, and he can't believe it when she not only hits on him but falls in love with him.

Love is what reinvigorates Bernie's life and turns his luck around. But coolers are not supposed to have good luck; they are supposed to infect everyone around them, especially the high-rolling gamblers, with a bad virus. Shelley is doubly unhappy that Bernie has lost his touch, if only because he's being pressured by Larry Sokolov (Ron Livingston), a Harvard-educated hotshot who is fronting for the mob, to change the way he runs the Shangri-La.

Larry represents the next generation of Vegas bosses who want to yuppify the town (the way Steve Wynn has) and make it more "family-friendly." Shelly is too proud and stiff-backed to give ground and let his beloved, old-fashioned casino, the last place on The Strip where a true gambler can feel at home, be turned into a travesty of itself.

Baldwin does a masterful job in capturing the contradictory sides of Shelly's character, the good and the bad, the pride and the brutality. As a result, his performance is his best in years. As hardboiled and ruthless as Shelly is, he also comes across as a thinking and feeling human being, not a caricature.

Macy's performance is just as layered and impressive. He not only gets the pain and sadness of Bernie Lootz, but the joy and confidence too--the fun and exuberance that comes with love and a little luck at the dice table.

Bello establishes herself as a true leading lady in THE COOLER. The years of experience on ER and her early film roles in Permanent Midnight and Payback have paid off. This intelligent, poised and sexy actress just about walks away with the film.