acquitted by a sympathetic jury, Dutch is soon indicted again. After running into difficulties paying for his legal defense, he decides to have state prosecutor Thomas E. Dewey assassinated; this request is denied by the mob's governing authority, the Commission, out of fear that killing Dewey will bring too much heat onto the Mafia. Schultz sends Billy to bribe a member of the Commission, but the bribe is rejected. When Billy returns with the bad news, Schultz angrily blames him for not doing enough and Billy is fired by Schultz's right-hand man, Otto Berman (Steven Hill), who, seemingly foreseeing doom ahead for the out of control Schultz, lets him keep the bribe money as a gift. As Billy leaves, he is ambushed and beaten by gangsters working for Commission head Lucky Luciano (Stanley Tucci) and is then forced to watch as Luciano's men storm Dutch’s safe haven restaurant where he is dining; Dutch, Berman, and his two henchmen are swiftly gunned down. Billy is taken to meet Luciano, who tells him that he knows where Billy's family lives if he ever speaks of what happened to Dutch, before letting him go along with his envelope of cash. Cast Dustin Hoffman as Arthur "Dutch Schultz" Flegenheimer Nicole Kidman as Drew Preston Loren Dean as Billy "Bathgate" Behan Bruce Willis as Bo Weinberg Steven Hill as Otto Berman Stanley Tucci as Charlie "Lucky" Luciano Mike Starr as Jules "Big Julie" Martin Steve Buscemi as Irving Nitzberg John Costelloe as Bernard "Lulu" Rosenkrantz Billy Jaye as Mickey Marks Timothy Jerome as Dixie Davis Stephen Joyce as James Joseph Hines Robert F. Colesberry as Jack Kelly Frances Conroy as Mary Behan, Billy's Mother Moira Kelly as Becky Kevin Corrigan as Arnold Xander Berkeley as Harvey Preston Barry McGovern as Father McInerny Terry Loughlin as Mr. Chambers Paul Herman as Dutch's Thug Jack Mulcahy as Fire Inspector (uncredited) Katharine Haughton as Charlotte Production The film was shot in Hamlet, North Carolina and Saratoga Springs, New York. Reception Critical response On Rotten Tomatoes the film has an approval rating of 36% based on 25 reviews. Audiences polled by CinemaScore gave the film an average grade of "C+" on an A+ to F scale. Variety wrote: "This refined, intelligent drama about thugs appeals considerably to the head but has little impact in the gut, which is not exactly how it should be with gangster films." Roger Ebert