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"Poolhall Junkies" doesn't try to disguise the fact it's a 2003 quasi rip-off of "The Hustler." Yet the movie can be somewhat forgiven because the filmmakers had the presence of mind to surround their main character, Johnny (played by writer/director Mars Callahan), with classy actors who can take a minimal plot and a recycled story and create a film that somehow manages to distinguish itself from the ordinary.

What this film seriously lacks in originality it makes up for with a remarkable cast. In one of the film's most memorable moments, Chazz Palminteri and Christopher Walken square off mano a mano in a scene so dripping with hostility that after it's over you realize you've been waiting to see such a performance from Walken for years. It's pure Walken being Walken, taking on some hard-ass (in this case it's Palminteri) in a stand-off that even Mike Tyson would have been smart enough to back away from. Palminteri is no slouch in the 'show me barely contained rage' category and these two exceptional actors carry the film on their very capable backs. And let's not discount the late great Rod Steiger who makes his final appearance on film as Nick, a poolhall manager with a heart of gold and the skills of a homespun Dr. Phil. Though his screen time is limited, Steiger squeezes the very last drop of juice from this character and elevates a minor supporting role into something no one would have visualized from the written pages of the script.

Rick Schroder also makes an appearance as a professional pool player who is living the life our hero Johnny pictured for himself. Schroder is believable though he's kind of lost in the background when either Walken or Palminteri (or even Callahan) enter the picture.

And that leads us to the star of the movie, Mars Callahan. Callahan has that likeable, quirky onscreen quality that evokes the 'underdog' feeling that women love and men don't feel threatened by. His portrayal of Johnny is low-key and effective. Rather than compete with his co-stars, Callahan scores points by flying below the radar and allowing Walken and Palminteri to chew up all the scenery.

The film follows Johnny as he sees his dream of becoming a legitimate professional pool player smashed by the duplicitous Joe (Palminteri), the man he looked upon for guidance and trusted with his career. Joe can't tolerate the idea of his meal ticket leaving him for the professional circuit and instead convinces him he isn't wanted in the big leagues. Flash forward fifteen years and Johnny finally discovers Joe's deceit. Johnny sees the world he believed in crashing down around him, breaks off his lucrative business relationship with Joe, and leaves him and the world of pool hustlers behind to make a go on his own. Walking away from Joe is a very, very bad idea as this guy plays dirty and isn't one to mess with.

Thrown into the real world, Johnny soon discovers he's not cut out for much other than sinking round balls into corner pockets. There's also this side issue involving his younger brother (Michael Rosenbaum) and his gang of friends who need rescuing from Joe after failing to pay up on their gambling debt. Johnny's also involved with a lawyer-in-training (Alison Eastwood) who prefers her boyfriend not be involved in hustling for a living, but who's own professional life unknowingly hangs on Johnny's pool skills. All these issues force his hand and return him to the world of cue sticks and high-stakes bets, setting him up for a final showdown with Joe. Joe's got a new guy to manipulate (Ricky Schroder) and Johnny's now got Mike (Walken) on his side. Things get interesting as the game is on and it becomes a matter of winner take all.

The plot twists are predictable (you can picture the next scene before the actors act it out), the dialogue is at times stilted, and I could have done without the whole romantic storyline between Callahan and Eastwood's characters. In fact, I suggest going for popcorn and bathroom breaks during Eastwood's scenes. The film you wind up watching without those few scenes will be better than the filmmaker's final edited version. I'm not saying this as a knock on Eastwood's acting ability, it's just the storyline really bogs down when it focuses on that relationship.

For a little indie film set in the world of hustling, "Poolhall Junkies" isn't bad. It's not fantastic, either. Its strength comes from the cast overcoming the material, and that's about as much as you can ask for since "Poolhall Junkies" seems to make no apologies for relying on rehashed material.

Overall Grade: C+

"Poolhall Junkies" is rated R for language and some sexual content.