Let's see . . . racing program, menu, racing program, menu -- oh, and fiancee. It's hard to forget about her, now that she's violently stabbing a losing betting ticket with a steak knife.

Not exactly Lady Luck's gal pal, Jen is failing to appreciate the true genius of the swanky Skyline Terrace, a fine dining experience that doubles as a makeshift betting parlor at Charles Town Races & Slots. Built in a refurbished section of the majestic grandstand, and featuring yowza Space Age lighting, the cavernous restaurant overlooking the racetrack is just one of the architectural masterstrokes at West Virginia's 350-acre gambling wonderland.

Unlike Jen, however, I flat-out love the throwback restaurant, especially when the horses take the final turn and nattily dressed diners suddenly erupt as if they're ringside at a cockfight. Equally seductive is Longshots, the dark-wood-trimmed simulcast center just outside the restaurant. When Charles Town opened on Dec. 2, 1933, it was the only operating racetrack in America -- and history hangs in the air, renovations and all.

But what I really just can't get enough of is Charles Town's spectacularly over-the-top three-part casino -- especially the spanking-new Slot City funhouse -- and its array of bustling top-shelf cocktail lounges and 2,700 bleeping, blinging one-armed bandits. Jen harrumphed that the casino was smoky; I, on the other hand, sucked in the air like a former pack-a-dayer having a nic fit.

Okay, so maybe my affection for this fast-paced place -- situated in West Virginia's history-rich Jefferson County, and just a quick 70 minutes from Washington -- stems from the fact that I've been on a killer winning streak this entire January weekend: first on the Double Diamond slots, then on the Wild 2's video poker, now on all the pretty ponies. I'm considering slapping $50 on Wishful Whitney in the fourth, and getting the lobster tail for dinner.

Our Skyline Terrace server, a good-natured college kid named Donald, has come for our order three different times and has left with nothing but a wave and "a couple more minutes, please" -- much to Jen's chagrin. With my head a whirly mess of wins, places and shows, I can't even decide on a salad dressing, let alone an entree. Donald simply agrees to bring us some more merlot, then heads off into the excited masses. Post time for the next race is in five minutes. There are more important things to ponder than the surfy-turfy menu.

"I'm sick of losing," Jen says, staring out the multistory grandstand window, watching the horses trot by. "And I'm tired of you winning."

Yeah, that's not good. I mean, check out the subtext! But that's okay. I'm up big. Across-the-board big. Lobster-tail big. God-I-love-this-place big.

"Hey, look at this," I say. "There's a horse called Shoe Queen in the fifth race. You love shoes. Let's bet on it together!"

Before she can react to my jackassery and stab me with the steak knife, I run up to the betting window -- there are several in the Skyline Terrace -- and put a few bills down on Shoe Queen.

Granted, if I had lost money -- you know, like Jen -- I might have sullenly joined the great slot-machine debate now consuming Maryland. After all, as Gov. Robert Ehrlich argues for the legalization of 10,500 slot machines at four Maryland racetracks, West Virginia legislators are allowing Charles Town Races & Slots to grow even more. The number of machines will reach close to 3,500 by the end of this year, with another 49,000 square feet designated for gambling space.

Political quandaries and cranky fiancees aside, this temple to devilish delights sure can tempt you. Bright, cheerful and relatively hip, it has the feel of a well-kept, high-priced amusement park, and there are distractions even for non-gamblers. The crowd, coming from as far away as New York, is a mix of young and old, with chain-smoking blue hairs (with and without oxygen tanks) mingling among the beer-toting college kids.

Our waiter claims that "this is the busiest I've seen it in a while. And it'll stay this way all through the spring and summer. This place is nuts." And yet, with wide walkways and flowing crowd-control design, you never feel like you're tripping over anyone on your way to fortune and glory. "We average about 10,000 to 15,000 people a day during the week, and about 25,000 a day on the weekends," says Roger Ramey, vice president of public affairs.

Charles Town breaks its casino up into three different areas and playfully borrows from the bigger-is-better designs of such Vegas hot spots as New York New York and MGM Grand. (There are also rumors of a 300-plus-room hotel to be built in the next few years, Ramey says.)

The two-story Silver Screen Gaming Center, which was the first casino space to open here in the fall of 1997, features a mini re-creation of the famous HOLLYWOOD sign, a lot of swaying plastic palm trees and a billboard-size poster for Alfred Hitchcock's "The Birds." There are also several bars with big-screen TVs and the usual phalanx of skimpily dressed waitresses wandering the room, dispensing free drinks to gamblers.

The OK Corral is overtly Wild Westy, with cartoonish happy cacti standing sentry throughout. The Sundance Cafe may not be as good as the Skyline Terrace, but the Friday's-style restaurant is also not as expensive, providing comfort food when the slot produce isn't lining up for you.

The liveliest casino area here is also the newest: Slot City, with 500 such machines, opened just a few months ago. It's a slightly racy take on the Disney parks' Main Street U.S.A. thoroughfares, with an exaggerated facade of a make-believe town looming garishly lit over the gaming area. The Slot City Lounge is loud and bustling -- but not nearly as raucous as Nickelville, where the people betting the least are also the rowdiest, pulling hard on the Fortune Cookie and Little Green Men machines.

In the middle of high-ceilinged Slot City is the Charles Town Food Fare, an array of eateries sharply furnished in Pottery Barn-style decor. This is Charles Town's chief meet-and-mingle place, especially around the Creamery, where the rich desserts come good and gooey, the ice cream is supplied by Breyer's, and the assortment of different coffees will keep you gaming well into the next day.

Charles Town is chummy and fun, and that musty aura of busted bank accounts that floats like a ghoul through most gambling joints isn't as prevalent here.

And I'm pleased to report that, despite 8-1 odds and a sub-Seabiscuit record, Shoe Queen won the fifth race by a neck, and netted us $50 apiece.

"Are you happy now?" I asked.

"Yes," Jen smiled -- mere minutes before wandering back into the casino and losing all of her winnings on video poker.

As goes West Virginia . . . so goes Maryland? Helen and Walter Marion of Sterling play the dollar slots at West Virginia's Charles Town Races & Slots, a horse track and slot machine complex of the type under debate in Annapolis. The Charles Town racetrack has been in operation since 1933.