After stealing a package of cocaine from a drop in Philadelphia, a deadbeat named Dave and his pregnant girlfriend Chrissie hitch their way to Atlantic City to sell the dope. They visit Dave’s ex-wife Sally (Susan Sarandon), who is also Chrissie’s sister. Sally works in the oyster bar of Resorts Casino, but is studying to be a blackjack dealer to make a better life for herself.

Sally tells the pair to get lost, but agrees to put them up for the night. The buildings of old Atlantic City – including Sally’s apartment – are being torn down to make way for new casinos. Dave immediately makes a nuisance of himself. “You’re like King Midas in reverse,” Sally tells her ex, who retorts, “If it wasn’t for me, you’d be back home, makin’ moose jam, puttin’ out for lumberjacks!”

Sally’s neighbor is Lou Pascal (Burt Lancaster). Lou’s life consists of caring for the widow of his murdered boss, an obnoxious former Betty Grable look-alike named Grace (Kate Reid). Lou wanders the slums, running numbers for the local bookie, and pines for the old days, when in his eyes, even the Atlantic Ocean was something to behold. His one pleasure is standing at his window, watching Sally bathe her upper body in lemon juice each night.

Dave is in over his head trying to sell cocaine, but bumps into Lou, who likes to pass himself off as a tough guy who knew all the big gangsters. Dave convinces the old man to deliver his package to the buyer he’s contacted. While Lou’s doing that, the two thugs Dave ripped off catch up with him.

With $4,000 in hand, Lou offers to help Sally send her ex back to Canada. Lou buys himself a sharp new suit, and wines and dines her. Sally feels Lou might be able to help her realize her dream of getting a casino job in Monaco. “Teach me stuff.” “Like what?” “What you know.” “You want information, or wisdom?” “Both.” Meanwhile, the thugs who killed Dave want their money back.

Director Louis Malle was looking for financing for a follow-up to his controversial film Pretty Baby. A consortium of companies from France and Canada agreed to secure a budget, but gave Malle a fixed amount of time to use their money. The director was having trouble finding a suitable script. Malle’s girlfriend Susan Sarandon recommended a story that a friend of hers – playwright John Guare – had thought up.

The story was set amid the urban decay of Atlantic City, which had just legalized gambling in an effort to revitalize the fortunes of the town. Filming of Guare’s screenplay was underway within months. Malle got tremendous production value, as most of the city’s old resorts and pier were still standing, but in a sad state of repair. Within a couple of years, all these old landmarks would be razed, replaced by casinos.

Atlantic City is set up nicely. The decaying atmosphere of the film is terrific. The opening scene, where Sarandon bathes herself in lemon juice and Lancaster is revealed watching her, is a standout, as is a tense chase through a multistory car wash. If made today, Lancaster’s character would probably be some sort of retired mastermind or mad dog killer, but Guare’s choice to make him ordinary was novel.

“Ordinary” is not always a good thing though, and the film ultimately loses momentum. Malle doesn’t seem to know how far to take Sarandon & Lancaster’s relationship, and the story ends up too mundane to really recommend. In its day, it was a critical sensation, nominated for five Academy Awards, including Best Picture. The Los Angeles Film Critics Association – among many others – named it the best film of 1981, the year it was released in the U.S.