Joe Carnahan and Jeremy Piven are gamblers, but not in the most traditional sense. Carnahan, whose new movie Smokin' Aces opens in U.S. theaters this weekend, had never even visited Las Vegas until he was in his 30s. Driving into town with a friend to see a fight, he rolled down the window, breathed deeply and remarked, "that's the smell of human despair." Nevertheless, Carnahan admits that he loves Vegas for all that it is. "I look at Las Vegas and I see the absolute best of what we are as Americans and I see the absolute worst, in the same city. You can't stand at the Bellagio and watch these seven story fountains and not go: 'that's something of extraordinary man-made beauty.' And at the same time, go down and get a deep-fried Oreo for a dollar on Fremont Street and realize that this is the end of Western civilization."

So Carnahan took this double-sided view of Vegas and created the character of Buddy 'Aces' Israel, loosely inspired by his hero Frank Sinatra. Like Sinatra, Buddy is a popular stage performer (a magician), who may or may not be mixed up with mafia dealings. Either way, Buddy finds himself at the center of a high-paying murder contract. Along with his entourage, he escapes to a hotel suite in Lake Tahoe, while every colorful contract killer in town schemes to get past the impenetrable security to get to him.

He and Piven traveled to San Francisco earlier this month to talk about the film. When it came time to cast Buddy, Carnahan thought of Piven. "I approached people like Jeremy who I knew were gamblers," he says. "Not: 'I like to be shot here, and the light works better for me here.' I wanted: 'Let's explore. Let's take out the pickaxe.'"

The movie opens with a flashy montage of Buddy in action, entertaining the crowds, rolling in piles of money, and generally living it up. On an expensive movie, it can take days to do a montage like this one, which requires numerous setups, costume changes, and other time-consuming factors. "We shot that in a day," Carnahan says. "That was all the same stage with different backdrops. That was Wayne Newton's working stage. Jeremy went through three or four different wardrobe stages. We didn't have any kind of crowd lockup. We were having a bouncer hold people back, but you can see people kind of staring into the camera."

Piven adds, "Joe is capable of doing some serious guerilla filmmaking. We just had to go in and attack Vegas and get the most out of those locations. There were a couple of setups we didn't necessarily have locked down. I grew up on the stage, and so I know how to kind of run and gun as well."

Breaking his own promise, Piven chose to play Buddy after deciding to focus only on his current TV series "Entourage." "I've done more movies than years I've been alive. That's why I'm still single and 200 years old, but that's another story," he jokes. " I've been saying no for the first time in my professional life. But when something like Smokin' Aces comes around, you have to do that, no matter what."

For the role, Piven studied with a magic consultant, mainly for two scenes. In the first, he delivers a long monologue about how disillusioned he is. "And if I don't pull off two specific tricks within that monologue, it doesn't work," he says. "Joe said to me: If you don't look like you know how to do these tricks, we're doomed. And it's not easy for me at all. But that's when you're onto something." Piven began practicing flicking a deck of cards, shuffling and pulling out specific cards. He says the cards became part of his being. "They were like worry beads for me. I always had them around. I had to start from scratch, because I have no experience with cards. It took me a long, long time to do it." Carnahan says he always knew when Piven was on his way to the set by the sound of the shuffling cards.

In the second scene, Piven was expected to magically pull out three aces and drop them on the floor, followed by a joker -- all in one, unbroken overhead shot. "People ask me if that was faked," Carnahan says. "But that was really him. I told Jeremy: my dream would be to shoot this without a cut. I remember telling him, I can cut away but I really don't want to. And he said, I get it."

"I found a new level of fear," Piven says. "OK. I think I know how to act, and now I have to pull off two magic tricks and act at the same time. I definitely felt stumped. It was very humbling. It just goes to show, you're always a student and you always have more to learn."

Tags: cinematical, film, jeremy piven, joe carnahan, movie, smokin' aces