|Burt Reynolds||Tommy Vinson|
|Bret Harrison||Alex Stillman|
|Charles Durning||Charlie Adler|
|Jennifer Tilly||Karen `'Razor'` Jones|
|Brandon Olive||Ben Thomas|
|Gary Grubbs||Mr. Stillman|
|Caroline McKinley||Mrs. Stillman|
Tommy Vinson, a former cardsharp, gave up poker years ago when his wife threatened to leave him. Tommy finds a way to get back in the game when he meets Alex Stillman, an up-and-coming player who still has a lot to learn. Tommy strikes a bargain with Alex; he will pay the expensive entry fees to major tournaments if Alex will follow Tommy's instructions to the letter. However, a Las Vegas call girl soon threatens their profitable relationship.