What if Frank Sinatra decided to be a mob boss?

Joe Carnahan turned the thought of the swooner who hung out at Tahoe's North Shore into the idea for "Smokin' Aces," an R-rated action flick soaked with comedy from an all-star cast set in Stateline and South Lake Tahoe.

The Sacramento native wanted Tahoe as one of the main environments in his film for its beauty and its casinos.

Carnahan described Tahoe as where the "gaming industry took a dump in God's country."

The main character in the film, Jeremy Piven, plays a Las Vegas magician who escapes to South Shore after agreeing to snitch on the Mafia for the FBI.

In his mind, Carnahan, 37, thought South Shore worked perfectly for its tendency to have aging acts, or A-list performers at the twilight of their careers.

In addition, the spacing of Horizon and its across-the-street neighbor, MontBleu, allowed for scenes suitable for Carnahan's vision. One scene in the previews for "Smokin' Aces" has a hit woman firing a gigantic sniper gun from Horizon to a section of MontBleu, renamed the Nomad in the movie.

Carnahan and crew spent two weeks in South Shore filming in October 2005. The casino was still Caesars but it was going through a sale.

The world of crime fascinates Carnahan. According to the Internet Movie Database, Carnahan has six movies he's written and five he's directed, including "Smokin' Aces." His last big screen production was 2002's "Narc," starring Ray Liotta and Jason Patric.

His upcoming projects include "Bunny Lake is Missing" with Reese Witherspoon and the sequel to "L.A. Confidential" called "White Jazz" with George Clooney. Another project is the story around drug czar Pablo Escobar's death.

"I love it because I'm really fascinated with moral ambiguity with people not being really good or bad," he said.

In "Smokin' Aces," there seems to be plenty of good and mostly bad. FBI agents, Mafia members and prostitutes dot the movie. The "Smokin' Aces" cast listed on the Internet Movie Database Web site list includes character descriptions such as "Pistol" Pete Deeks, bikini babe, strip club owner, pimply casino employee, call girl and victim #2.

Sometimes the art mirrored reality. Carnahan recalled actor Ben Affleck, who plays a hit man, playing blackjack in one of the casinos and loaning his father money.

Another time Carnahan and friends were at Vex in Harrah's Lake Tahoe. For some reason, the bouncers were trying to get Carnahan out of the club. The director mentioned it to someone in his circle, a 6-foot-5-inch-tall weapons expert, and Carnahan's crew "walked the bouncers out of club," he said.

Reportedly there are plaques on the walls in the theater department of the Solano Community College in Fairfield celebrating its successful alum.

"I got really lucky," Carnahan said. "I knew early on what I wanted to do ... I thought I had an amazing film program."

One of his early mentors was Roger Vail, a teacher st Sacramento State University's art department. Contacted via e-mail, Vail said time has caused vague memories of Carnahan.

"I had very limited contact with Joe while he was a student and don't really have any specific memories except that he was very enthusiastic and serious about film," Vail stated. "I appreciate his reference to me and am very gratified that I might have been helpful to him. I saw 'Narc' when it came out and liked it very much."



Tahoe's good fellas:

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