Ben Sanderson is a charming and witty guy, when he's sober. Unfortunately, that's never.

A talented Hollywood screenwriter, Ben (Nicolas Cage) devotes his talent mostly to getting himself into more trouble than he can handle. His luck runs out one day, as well as his credit, and he gets the pink slip -- a stark dose of reality from a town not known for dealing in realities.

So Ben decides to go straight, right? Yeah, straight to Las Vegas, with the openly articulated goal of drinking himself to death.

In Vegas he meets up with Sera -- that's Sera with an "e" -- a hooker who could pay off the national debt with a good night's take. Not surprisingly, they sleep together. And that's where the trouble begins. They actually sleep.

The experience is such a novel one for Sera (Elisabeth Shue) that she finds herself falling in love with Ben, which doesn't sit well with her former pimp/lover/instructor Yuri Butso (Julian Sands), who's recently arrived in Vegas as well.

Now all of this could add up to one fairly maudlin puddle, had it been given the typical Hollywood love-triangle treatment. But it never does, thanks to engaging performances by both Cage and Shue, and to the sharp eye and ear of Mike Figgis, who scripted, directed and did the music for Leaving Las Vegas.

Instead, Figgis focuses firmly on its two main characters -- so firmly that few other characters in the film are even named -- and devotes most of its 117 minutes to detailing Ben and Sera's loving fall into despair.

Along the way Figgis churns up a host of images, some howlingly unpleasant, some oddly charming, some gut-bustingly funny, in a sad sort of way.

There's Ben racing his shopping cart down the aisles of a liquor store as if he's in some kind of supermarket sweepstakes, swilling vodka from the bottle in the shower or drinking at the bottom of a swimming pool.

But there's also Ben writhing in his sleep, crawling to the fridge to mix himself a morning-after cocktail or shaking so badly he can't sign the check he needs to get the money to go back to the liquor store.

For Sera with an "e" there's some wonderful dialogue: "Keep talking. Between the 101-proof breath and the occasional drool, some interesting words fall from your mouth."

But there's also the hard facts of her life on the street, including a rape scene that will make you want to cancel your membership in the human race.

Much of the credit, too, has to go to Cage, who's spontaneous enough to capture the erratic nature of Ben's fall from grace. Downward spirals can feature upward ticks, and Cage makes the most of those, displaying at the most unexpected moments the kind of wit that must have brought Ben to Hollywood in the first place.

Occasionally, Vegas falls short of the mark. There's at least one too many glitzy nightime shots of the strip (How many do we really need?), not to mention that tired gag of Ben holding his phone upside down while he pretends to make an important call. And the Yuri subplot seems unnecessary, dramatically as well as thematically, given all the other stuff that's going on.

But as a portrait of two down-and-out co-dependents who no longer know which way is up, Vegas is virtually unrivalled.

Ben and Sera may leave it. But it won't leave you.

[ by Miles O'Dometer ]