The Cooler has all the motifs of a Vegas movie — back-room kneecappings, consistent double-crosses, inept con artists and even the fat, failed lounge singer.

But most surprising is that it’s not just another run-of-the-mill casino drama. At heart, it’s a gleeful romantic comedy that finds the sweetness in Sin City. In fact, the romance between go-to hangdog actor William H. Macy and the gorgeous Maria Bello is enough of a shocker that it’s a lazy disappointment to make the whole thing predicated on her being paid to like him.

After all, Macy’s Bernie Lootz isn’t really a loser. Losing suggests someone still trying to win. Instead, Bernie’s just gone with what he feels is his lot in life — bad luck. A former con man, Bernie got way in debt to ruthless casino owner Shelly Kaplow (a brilliant Alec Baldwin). The result is a shattered kneecap courtesy of Shelly, the resultant gimpy walk a reminder of Bernie’s past.

But Shelly does give him a job at his casino, the Shangri-La, to work his debt off by putting his best talent to use. Dubbed a “cooler,” Bernie transfers his bad mojo to the hot hands of anyone making a run at a gaming table.

As the film opens, there are only seven days left in Bernie’s tour of duty. But he soon becomes Shelly’s bargaining chip against losing his job to a young startup (Ron Livingston), whose presence is sanctioned by the mafiosi back home. And then there’s Bernie’s bad luck changing to good, after he “wins the heart” of sexy cocktail waitress Natalie (Bello), which, unfortunate to the narrative, has everything to do with Shelly.

The Cooler is perhaps the first film to directly confront the Disney-fication of the adult destination for a younger crowd. Shelly’s slow-motion destruction of a proposed new model for the Shangri-La is overwrought commentary. But an older mob boss’ violent beat-down of a mouthy younger gambler (the crowd he’s looking to draw) is perfect.

It’s almost as though director / co-writer Wayne Kramer has too much to say, not giving enough room for his supporting characters to breathe. Paul Sorvino is fine but somewhat wasted as the drug-addicted lounge singer, and a subplot involving a child from Bernie’s past is forgotten about.

But he remembers that the beating heart of the movie comes from Macy and Bello. His neither-positive-nor-negative stance on his lame-duck luck makes for humorous flirtation scenes and, subsequently, a distinct sincerity to their surprisingly explicit sex scenes.

Bello brings a strong conviction to this woman who has unexpectedly been knocked off her feet by this romance, providing the great noir line: “Your puttin’ me up on a pedestal sure gives the gutter some perspective.” And Macy, although increasingly inspired by her confidence in him, delivers his usual frumpy comedy with a classic knack, aided by flopped-over bangs resembling wilted lettuce.

The bada-bing of the movie, though, comes from Baldwin. Parts of his performance are surface-level stereotypes (although it’s hard not to give in when he makes “whore” a two-syllable word). But although he’s primarily concerned with saving his own hide, Shelly has varying forms of dedication to his employees that range from the morbid to the sacrificial. It’s a strangely moving portrayal of a guy who’s nevertheless a memorable louse with his furious muscling and brazen lies.