No you don't have to be a member (you just don't have to wait in as big of a line if you are). Restaurant by day and mini club by night. Its in a cool location at the top of Mandalay and the views are great. Same as every other high end lounge in Vegas, the sky is the limit on what you can spend here and the dancing and place does not even think about getting going tell 12ish. The few times I have been here I have never seen a decent bartender, they hire for looks not talent or serving speed, basically service sucks and nothing with kill you buzz as fast as having to wait 10 minutes for a drink.