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Former pool hustler "Fast Eddie" Felson (Paul Newman) decides he wants to return to the game by taking a pupil. He meets talented but green Vincent Lauria (Tom Cruise) and proposes a partnership. As they tour pool halls, Eddie teaches Vincent the tricks of scamming, but he eventually grows frustrated with Vincent's showboat antics, leading to an argument and a falling-out. Eddie takes up playing a

Holden and Banky are best friends and authors of a popular comic book. Holden falls in love with Alyssa, who happens to be a lesbian. Holden's relationship with Alyssa strains his life-long friendship with Banky, and soon the relationship between Holden and Alyssa has problems when he cannot deal with her past.

A young man (Luke Wilson) discovers that the beautiful but manipulative woman (Uma Thurman) he is dating is really a superheroine known as G-Girl. After breaking up with her, he learns that "hell hath no fury like a woman scorned" as she unleashes her considerable powers against him.