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Eddie Felson is arrogance personified. He is an expert pool player and spends his time along with partner Charlie Burns hustling a few dollars from unsuspecting dopes. He decides that the time has come to play in the big leagues and challenges renowned pool player Minnesota Fats. In a forty-hour marathon, Felson hits both highs and lows: part way through the match he's up $18,000 but doesn't know when to quit. He drinks too much and loses everything, including his confidence in his game. Slowly, he regroups and with the help of his girlfriend, Sarah Packard, builds up his self-esteem. Ignoring Sarah's advice however, his driving ambition once again takes over leading to tragedy in his personal life and a re-match with Minnesota Fats.