On the Boardwalk in Atlantic City, so the old song goes, "life can be peaches and cream." Not so for Sally Matthews, a wannabe croupier with a philandering husband, nor for Lou Pasco, an old-time hood now reduced to taking care of an elderly Betty Grable look-alike.

When Sally (Susan Sarandon) and Lou (Burt Lancaster) meet after a dope deal by Sally’s husband goes bad, each has something the other needs. Longing to be the important Atlantic City crime figure he was in the past (or was he?), Lou sees Sally and the money from the drug caper as his way back to glory. Sally, much younger than Lou but not immune to his considerable charm, wants him "to teach her stuff" so she can deal her way to Monte Carlo.

Because of their outstanding performances, Lancaster (Elmer Gantry) and Sarandon (Pretty Baby) made me really care about Lou and Sally. I wanted their dreams to come true. I shared their pain as I watched them being attacked by vicious hoods and forced to leave Atlantic City. Lou hadn’t been out of Atlantic City for 20 years, so he evoked my strongest sympathy.

Atlantic City itself plays a key role in this critically acclaimed Louis Malle (Pretty Baby) film – from an early-on building demolition shot to scenes inside the casinos and on the Boardwalk. Like Sally and Lou, the city is going through changes; the old is giving way to the new. Entertainer Robert Goulet’s (I'd Rather Be Rich) cameo scene serves as a not-so-subtle reminder of how our senses can be dulled during periods of transition.

Although Atlantic City is a serious drama, noted playwright John Guare (The House of Blue Leaves) adds a few humorous surprises to his intelligent screenplay. For example, after Lou makes all the funeral arrangements for Sally’s husband, Sally asks, "Why are you doing this for me?" Lou answers pretentiously, "Sinatra gives wings to hospitals. We all do what we can do." In another amusing scene, Lou tries to impress Sally with his criminal past by telling her that "casinos are too wholesome for me."

Earning her first Oscar nomination, Sarandon displays an almost ethereal beauty as the ambitious Sally. Her sexy lemon-wash sequence is unforgettable – her acting impeccable. Combining wide-eyed naivete with an edgy sensual appeal, she finally comes into her own as a first-rate actress. But it’s Lancaster who owns Atlantic City. His remarkable interpretation of the sometimes pathetic, always elegant Lou Pasco emerges as pure movie magic and earned the legendary actor his last, but definitely well-deserved, Oscar nomination.

(Released by Paramount Pictures.)