Joe is convinced that Johnny moves the rock (the cue ball) better than the best hustlers ever did, but Johnny’s dreams are a cut above this life and senses that Joe is holding him back. After fifteen years playing Joe’s angles, Johnny’s sick of the con and wants to leave the hustle behind. After discovering Joe’s underhanded and self-serving manipulations Johnny finally has the guts to leave Joe. But paybacks a bitch and Joe won’t be taken so easily.

On his own, Johnny quickly discovers the tedium of the real world and a life without pool. After trudging to work at a series of loser day jobs, Johnny is miserable and bored, and itches to have his cue in hand again. Through his law student girlfriend, Tara (Alison Eastwood), who loves Johnny but not the games he plays, he meets wealthy lawyer Mike (Christopher Walken) who becomes a fan of Johnny’s game. Without Joe in his life, Johnny’s family consists of the guys he knows from his favorite pool hall Hardtimes and its proprietor Nick ( Rod Steiger). Hungry for action, he finds himself spending most of his time there. Central to the pool hall is his younger brother Danny (Michael Rosenbaum) who, along with an entourage of good-for-laughs-die-for-you best friends, is attempting to follow in Johnnys footsteps.

Meanwhile Joe is bent on revenge for Johnny’s defiance and now he has a new protege Brad (Rick Schroder), who is just as good, if not better than Johnny. Joe’s got his eye on hustling Danny and his friends. Soon, Brad and Danny are playing a high-stakes game of pool ending with Danny owing Joe a huge sum of money, with no way to pay him. Desperate for cash, Danny enacts a heist to pay off Joe, but everything goes wrong and soon Johnny finds his brother in jail.

With options and time running out, Johnny must make a final stand against his former mentor, Joe and the result is a “race to nine” showdown with Brad “the pro”. The stakes are high – with Johnny’s future, Mike’s bankroll, Danny’s bail money, and of course, the love of a good woman all on the table!