What happens in Vegas doesn't always stay in Vegas.

Last weekend, the oddly named Insert Coin(s) became the latest supersized nightclub to open in downtown Minneapolis. The bright and shiny 11,000-square-foot colossus is the second location for this Las Vegas concept, best described as an arcade-themed nightclub.

So why Minneapolis? The co-founder of the two clubs is a Twin Cities spine surgeon, Dr. Stefano Sinicropi. After the success of the Sin City location, he wanted to bring the concept home, officially calling it Insert Coin(s): Level 2.

The club is filled with vintage '80s cabinet games, like Ms. Pac-Man and Frogger. Yet late-night, the arcade transforms into a real-deal Vegas-style nightclub, flowing with expensive booze, VIP treatment and touring DJs. Talk about a split personality.

Sinicropi's team spent almost $1 million renovating the former Karma on 1st Avenue N., a problem club that closed in 2011. Issues persisted with neighboring Envy, which shut down in September. "Everyone got a little scared and went to Uptown," Sinicropi said. "We're trying to turn downtown around."

In the Twin Cities, 2012 has been the year of the retro arcade comeback, with Rusty Quarters in south Minneapolis and Zap Arcade in Jordan. Both have about two dozen vintage cabinets. Insert Coin(s) has 45, plus alcohol. This puts it more in line with drink-while-you-joust concepts like Barcade in Brooklyn. The club also offers a Caribbean food menu.

The two-level layout, which includes a large mezzanine overlooking a dance floor, is primed for maximum sensory overload. There are 83 flat-screen TVs. Both floors have a long bar where you can order a drink -- or a video game controller to play Xbox or PS3 on the overhead monitors. "We call it our games on tap," said manager Derrick Nivens.

Options range from 30-year-old cabinet games like Asteroids to the latest in 3-D and motion-capture gaming (Kinect, Wii). The room is outlined by lush booths where gamers can order bottle service and play the newer consoles (or older Ataris and Nintendos) on two private TVs. Customers can choose from more than 100 titles. "That's our wine list," Nivens added.

And then there's the ultra-VIP lounge, situated behind a glass wall that peers out onto the dance floor, where DJs will perform nightly. There's an 80-inch screen set up for motion and 3-D gaming.

City officials blamed some of the problems at Karma and Envy on 18-plus club nights. Insert Coin(s) is sticking to a 21-and-older age restriction. "We feel like we're being very serious about our security," Sinicropi said. "There won't be any fights in here because they'll be enthralled by the games," he said.

I don't know, I'd fight an army of Sentinels to get to play the rare X-Men cabinet game -- which Insert Coin(s) has in its possession.

But maybe that's not the kind of fighting he was talking about.

INSERT COIN(S): LEVEL 2

Where: 315 1st Av. N., Mpls. Hours: 4 p.m.-2 a.m. Tue.-Sat., 11 a.m.-2 a.m. Sun. Closed Mon. Vintage games: Most start at 50 cents. Cover: $10 starting at 9 p.m. Fri.-Sat. $5 Thu. and some Sundays. Web: www.insert coinsmpls.com.