The Color of Money opens with a brief narration explaining the pool game variation nine-ball. Director Scorsese does the narration, which is the most interest he ever shows in the game of pool for the rest of the movie. The narration serves a straightforward purpose—it lets the audience know when to know the game is won. Later in the film, Paul Newman will give a brief history of nine-ball as the regular money game for pool players and pool hustlers, but that description’s for texture. Scorsese’s opening one is all the film needs.

Scorsese loves shooting pool games; he, cinematographer Michael Ballhaus, and editor Thelma Schoonmaker go wild showing the games in progress; the cues hitting the balls, the balls moving across, sinking. But the game itself—which is the focus of all the characters’ attention—Scorsese’s got zero interest in it.

The film is an extended-length sequel—twenty-five years before Money, Newman played the same character in The Hustler. Though there’s minimal connection between the films. I think they reference one of Newman’s shots from the original, and it gets briefly discussed, but there aren’t any other echoes. Because Newman’s playing the guy his Hustler character became in the twenty-five years since that picture.

After he gave up playing pool, Newman became a liquor salesman. When or how he became a liquor salesman, how he ended up in Chicago mostly, sort of dating bartender and bar owner Helen Shaver, sort of stakehorsing John Turturro. Outside the vague intimations about his pasts with Shaver and Turturro, which both seem recent, the film doesn’t offer anything else about Newman’s past. Instead, the film’s got to create the character from near scratch. Or, at least, nothing more than a paragraph description. A short paragraph.

Newman’s got to do it on his own, too, because Scorsese’s busy directing the hell out of the movie, and Richard Price’s script focuses on Newman’s proteges, Tom Cruise and Mary Elizabeth Mastrantonio. Cruise is the pool player who reminds Newman of his pre-Hustler self; Mastrantonio is Cruise’s girlfriend and “manager,” but she’s got her eyes on the angle just like Newman, and he sees an opportunity for the three of them to make some money.

Now, if Color of Money were a real sequel to The Hustler, there’d be some very obvious analogues between the films because Hustler’s about what happens when your stakehorse ruins your life for his own benefit. The Color of Money is about what happens when… well, when your stakehorse screws up your life for no one’s benefit. After Scorsese’s nine-ball monologue and the opening titles, the first thing in the film is Newman trying to sell Shaver on some cheaper but smooth enough booze. He’s not hustling her; the stuff works so well when added to top-shelf booze, not even Newman can tell the difference, but he’s selling her something.

And it’s going to turn out what Newman’s selling kids Cruise and Mastrantonio is different from what they think they’re buying. Feelings get hurt, suckers get hustled. The film bodily, jarringly forces the narrative distance from Cruise and Mastrantonio to Newman at a certain point, with Scorsese, Price, and Newman pushing forward to make it seem like a natural shift.

Since the film’s kept the characters generally flat and let the actors bring all the drama, they get away with it for the most part. The first two-thirds of the film is great scenes followed by okay but occasionally dull scenes. The boring scenes are usually breathtakingly directed and consistently well-acted, so they’re passable, but the film has no rhythm to the character drama. The filmmakers know they won’t need it after a certain point, so why bother.

Newman and Mastrantonio are great. Cruise is good. When she’s got something to do, Shaver’s good. The movie forgets about her too much—Newman calls her from the road, but we never see or hear Shaver’s side of the conversation. It’s a peculiar misstep in the film, which is otherwise very sure of all its moves. Sure, it showcases Newman’s performance, but it’s expressly telling and not showing.

The film starts stumbling in the second act, when Cruise keeps pissing Newman off—Cruise is too arrogant—promises never to do it again, does it again. Money makes Cruise into a caricature while also giving Newman and Mastrantonio more depth. With an entirely different third act, it might work. With the one, the film’s got… well, if you’re going to have a half-baked resolution, do it with a great cast and outstanding filmmaking.

There are some nice supporting performances, particularly Forest Whitaker, who’s got a showy scene. Then Bill Cobbs is occasionally around to show what may have happened to Newman if he hadn’t gotten into liquor sales.

The Color of Money is way better than it should or needs to be. Not just Scorsese’s meticulous, glorious direction or Newman’s patient, simultaneously patient and agitated performance. Cruise and Mastrantonio are just as key to the overall success, with Mastrantonio tempering Cruise’s (intentional) excesses.

Technically, the only things wrong with it are the so-so opening titles and then Robbie Robertson’s middling score. Scorsese leans on the music a lot too. Robertson’s got like one theme and uses it for everything, which really doesn’t work when you’ve got a movie about three very different characters, two different romances, pool hustling, and—with caveats—love of the game.

It should’ve been twenty minutes shorter or twenty minutes longer. In the middle, The Color of Money just seems an unsteady, incomplete gesture. Price’s script has the places where it most definitely succeeds but also places where it most definitely does not.

So it’s a mixed bag; a very, very good one.