Eddie departs to play pool in Louisville "during Derby week" - and he takes Sarah along. Enroute in the railroad dining-car, Gordon assesses their prey - and Eddie, while Sarah listens warily:

James Findlay is a very rich man. His grandfather left him twenty-five percent of his tobacco company...He's a gentleman. Gentlemen gamble. He gets his kicks playin' a hustler. He's got an old Southern mansion with a pool table in the basement, drinks eight year-old bourbon, smokes a hawk-tipped cigarette...I never saw him play. They say he's one of the best...I've got confidence in Findlay...That means I've got confidence that he's a loser, all the way a loser. You happen to be about only one-half loser, the other half winner.

Later, the omniscient, condescending Gordon, a percentage player, re-hashes his lackey's match-up at Ames with Fats:

Gordon: Fats went into the john, see, washed his face, cleaned his fingernails, made his mind a blank, combed his hair, came back all ready to go. You were through. You saw him, you saw how he looked, clean, all set to start all over again. Hold tight and push hard. And you know what you were doin'? You were waitin' to get beaten, flattened down on your butt, swimmin' around in glory and whiskey. You were probably decidin' how you can lose.
Sarah: What makes you know so much? How do you know what Eddie was thinking? [This illustrates her affinity with Eddie, who asked a similar question earlier: "How do you know when nobody knows that much?"]
Gordon: I know. I've been there myself. We've all been there, haven't we, Miss Packard?...(To Eddie) How's your hand?
Eddie: Fine.
Gordon: Good. I'd hate to think I was puttin' my money on a cripple.
Eddie: Hey, what do ya say somethin' like that for?
Sarah: It's alright, Eddie. I'm sure Mr. Gordon meant no offense. It's a figure of speech.
Gordon: That's right, Miss Packard.
Sarah: A fact is a fact.
Gordon: Smart girl, Eddie.

When they check in to their "two adjoining suites" in their lavish Louisville hotel, with Gordon bankrolling their expensive tabs, Eddie is waylaid and magnetically attracted to the lobby's Billiard Room: "You know, that's real sweet music in there. You can almost smell the action and the money, you know. I can feel it right down at the bottom of my shoes." To keep Gordon out of their room, Sarah shuts one door, and then the other, but she cannot keep the corruptive influences of their manipulative, influential, domineering, swindling manager out of their lives:

Gordon: I want to talk to you.
Sarah: Do we need words?
Gordon: Yeah, I think we do. We could try to cut each other up, but that would be bad for everybody. Bad for me, bad for you. Worst of all, it would be bad for Eddie.
Sarah: You know what's good for him.
Gordon: To win.
Sarah: For whom and for what?
Gordon: For what makes the world go 'round. For money - and for glory.
Sarah: You didn't answer my first question. For whom?
Gordon: Today for me, tomorrow for himself.
Sarah: No, there's no tomorrow, not with you. You own all the tomorrows because you buy them today - and you buy cheap.
Gordon: Nobody has to sell.
Sarah: You bastard.
Gordon: Listen, Miss Lady Bird. You're here on a rain-check and I know it. You're hangin' on by your nails. You let that glory whistle blow loud and clear for Eddie, and you're a wreck on a railroad track. You're a horse that finished last. Now don't make trouble, Miss Lady Bird. Live and let live - while you can! (chuckling) I'll make it up to you.
Sarah: How?
Gordon: You tell me.

The high-stakes billiards game/match with Southern millionaire dandy/aristocrat Findlay (Murray Hamilton) is arranged at the race track - it will commence in the evening at his mansion after the horse races and a cocktail party. According to the sadistic, evil Gordon, who had earlier insulted Sarah as a "wreck" and "a horse that finished last," he intimates that she is a "tramp" - the kind of woman with personal demons that excites him and Findlay:

It will be a lot of laughs. Findlay's parties are famous. He invites everybody from top to bottom. From high society to every town hustler and tramp in town. It's another way he has of getting his kicks. It excites him to be around what he calls the criminal type. Some men are like that. Some women too.

True to his prediction, Sarah drinks heavily at the mansion party. As she descends - literally - the staircase, the shadows of the ironworks on the balustrade are cast onto her patterned dress (Eddie's one gift to her), trapping her in their swirls. While chatting with an attractive blonde, Eddie ignores her. Noticing her depression and loss of stature, Gordon whispers something dastardly in her ear - she reacts violently by dousing his face with her drink and smashing her cocktail glass on the floor. Having had "a little too much to drink," according to Gordon, Eddie takes her upstairs to sleep it off, where he places her across a bed on which guests' fur wraps are being kept.

In Findlay's basement, after removing a cover from the table [lack of continuity: the first shot of the table shows no cover!], Eddie is dismayed that the game will be billiards, not pool, his specialty:

Eddie: I thought we came here to play pool.
Findlay: I don't play pool, Mr. Felson. I play billiards. My house, my game. You don't have to play if you don't want to.
Gordon: We won't.
Eddie: Come on Bert, let me play him.

The stakes begin "small" at one hundred dollars a game, with the results remaining "even." When the stakes are raised to five hundred dollars a game, Gordon doubts his pool-shark's willingness to win: "I didn't ask him, 'Can he beat ya?' I already know he can beat ya. I asked him, 'Will he?' To Eddie, that's two different things." Gordon is perched on the sidelines next to a small statue of the devil: "This fellow here bears a striking resemblance to you. It seems as though you might have modeled for the artist." After Eddie has lost two thousand dollars, he begs Bert (who believes he's "still a loser" without self-restraint) to allow him to continue playing: "I can outplay him. I can beat him." Denied support, Eddie must use his own money - funds that he had entrusted to Sarah. He sneaks into the room where she sleeps and steals back the money from her purse - re-enacting Charlie's betrayal of him. In a short time, that additional stake money is depleted and lost too.

As he desperately pleads with Gordon for more monetary backing, Sarah descends into the basement and attempts to get Eddie to see what is happening, neutralize the control and power of Gordon, and provide him a means of salvation and new identity, without an existential mask that covers "perverted, twisted, crippled" souls. Blind to her entreaties and believing that she threatens his emotional devotion to the game, Eddie cruelly rejects her because he is too self-absorbed in earning the funds to meet Fats in a comeback - with the single-minded goal of defeating the champion and coveting the title. After witnessing the crumbling of Eddie's troubled relationship with Sarah and her banishment, the morally-bankrupt Gordon decides to restore his backing:

Eddie: Please don't get off me now, Bert.
Gordon: I know when to quit and you don't. Win or lose, you don't know when to quit.
Eddie: (on his knees) What do ya want me to do, huh? What do ya want me to do? Just say it and you got it, but please don't get off me now.
Sarah: Don't beg him, Eddie.
Eddie: Go on back to the hotel.
Sarah: Please Eddie, don't beg him.
Eddie: Go on back to the hotel, take a cab. Go on back to the hotel.
Sarah: Doesn't all of this come through to you, Eddie? Doesn't any of this mean anything to you? That man, this place, the people. They wear masks, Eddie and underneath the masks they're perverted, twisted, crippled....
Eddie: Shut up!
Sarah: Don't wear a mask, Eddie. You don't have to. That's Turk, Eddie, the man who broke your thumbs. Well, he's not gonna break your thumbs. He'll break your heart, your guts, and for the same reason. He hates you because of what you are, cause of what you have and he hasn't.
Eddie: Would you get off my back, Sarah, once and for all, would you get out?! Would you get off my back?!
Gordon: Go ahead and play him, Eddie. Play him for a thousand dollars a game.

After Sarah has departed, Findlay is soundly defeated and pays up, rendering Gordon twelve thousand in cash, with Eddie's share being three thousand. Rather than sharing a cab ride with Gordon to the hotel, Eddie appears gloomy and walks back alone:

Gordon: It's a long walk.
Eddie: I've got time, Bert.
Gordon: You want me to tell her for ya?
Eddie: Tell her what?
Gordon: You gotta be hard, Eddie.

In the Louisville hotel, Gordon bursts into Sarah's adjoining suite and approaches (where she sits on the bed in a dark dress). He blocks her with his dark figure. Cast off by Eddie, she is preparing to leave "in a little while." The detestable manager lies, telling her that Eddie wanted him to pay her off with "some money" and then send her away. He counts out bills for her, implying that she is an additional prize for him to degrade and maul:

Gordon: He told me to give you some money.
Sarah: Put it on the bed. That's the way it's done, isn't it?
Gordon: That's the way it's done.
Sarah: And that way you are looking at me. Is that the way you look at a man you've just beaten? As if you've just taken his money and now you want his --- his pride?
Gordon: All I want's the money.
Sarah: Sure, sure, just the money. The aristocratic pleasure of seeing him fall apart. You're a Roman, Bert. You have to win more. (He grabs her and kisses her lifeless, unresponsive lips. She follows him into his room and sees his bottle of whiskey.) Is that a drink?

After a dissolve (a scene of their sleeping together is implied), she leaves Gordon's bedroom dressed only in a slip - her image is reflected in a bathroom mirror. Following a double betrayal, she scrawls a descriptive, masochistic message in lipstick over her own reflection to condemn her own destructive inner self:

Perverted, TWISTED, Crippled.

Later, when Eddie walks in to his room, police detectives are questioning Bert next door. The bargain that Eddie made with Gordon has been fulfilled in a brutal, ungracious fashion. Eddie discovers Sarah has been a victim of suicide - she is sprawled on the bathroom floor. Eddie quickly surmises that Gordon is responsible for her death, although Bert drunkenly mumbles that he lacks blame: "She come in here Eddie and asked me for a drink. I give her one. We had a few more. Eddie, she came in here." Eddie viciously attacks Gordon by the throat until restrained by the officers.

In the film's final sequence at the Ames Billiard Hall, Fats and Gordon (shaking dice - of fate - into a cup) await Eddie's arrival for a return match and showdown. The ante is upped from one thousand to three thousand dollars a game - desperate-to-win Eddie has no fear of losing his "life's savings": "That's my bank roll, my life's savings. Whatsa matter Fats? All you gotta do is beat me the first game and I'm on my way back to Oakland." Cooly, Fats replies: "Let's go." As the game is set up, Eddie tells Gordon: "Get on me, Bert, I can't lose."

Pausing after the initial break, Eddie sprinkles talcum powder on his hands, and decides to play like a sharp-shooter (in his own words: "You make shots that nobody's ever made before. And you play that game the way nobody's ever played it before"), rather than being calculated and safe. During his pool game's dispassionate winning streak/spree, he purposefully confronts Gordon with his new-found 'character' and emotional toughness:

Eddie: How should I play that one, Bert? Play it safe? That's the way you always told me to play it, safe. Play the percentage. Well here we go, fast and loose. One ball, corner pocket. Yeah, percentage players die broke too, don't they, Bert? How can I lose? Twelve ball. How can I lose? Because you were right. It's not enough that ya just have talent. You gotta have character, too. Four ball. Yeah, I sure got character now. I picked it up in a hotel room in Louisville.
Fats: Shoot pool, Fast Eddie.
Eddie: I'm shootin' pool, Fats. When I miss, you can shoot. Five ball. Fourteen ball.Twelve ball...

As the hands of the clock reach six o'clock, Fats gives in and admits defeat. Eddie is redeemed by Fats' concession: "I quit, Eddie. I can't beat you...(To Gordon) You've got yourself a pool player." As Eddie prepares to leave with the entire stake after finally toppling the champion, Gordon bellows for his share of the percentages, and threatens to destroy him with his thugs. Eddie, his enslaved player, undergoes defeat in victory - finding little satisfaction in the ultimate win. In his flawed drive to put winning first, he wasted the one meaningful thing in his life and gave up his humanity: "I traded her in on a pool game." Eddie indicts both himself and Gordon for being inhumane and driving Sarah to suicide: "We really stuck the knife in her, didn't we, Bert?":

Gordon: Where do you think you're going? Eddie? You owe me money!
Eddie: Well, just how do ya figure that, Bert? Whaddya figure I owe ya?
Gordon: Half.
Eddie: In Louisville, it was seventy-five percent.
Gordon: Well, here it's half.
Eddie: What if I don't pay ya, Bert?
Gordon: (laughs) You don't pay me? You're gonna get your thumbs broken again. And your fingers. If I want 'em to, they're gonna break your right arm in three or four places.
Fats: You better pay him, Eddie.
Eddie: So you figure you're still my manager, huh?
Gordon: I'm a businessman, kid.
Eddie: Well, you gotta lot of games lined up for me?
Gordon: Boy, we're gonna make a lotta money together from now on.
Eddie: Fifty percent?
Gordon: Nah, it don't have to be fifty. It'll be thirty or twenty-five.
Eddie: We really stuck the knife in her, didn't we, Bert?
Gordon: Ahh!
Eddie: Boy, we really gave it to her good.
Gordon: If it didn't happen in Louisville, it'd happen someplace else. If it didn't happen now, it'd happen six months from now. That's the kind of a dame she was.
Eddie: Then we twisted it, didn't we, Bert? Of course, maybe that doesn't stick in your throat, 'cause you spit it out just the way you spit out everything else. But it sticks in mine. I loved her, Bert. I traded her in on a pool game. But that wouldn't mean anything to you because who did you ever care about. 'Just win,' 'Win!' you said, 'win, that's the important thing.' You don't know what winning is, Bert. You're a loser. 'Cause you're dead inside and ya can't live unless you make everything dead around ya! Too high, Bert - the price is too high. If I take it, she never lived. She never died. And we both know that's not true, Bert, don't we, huh? She lived, she died. Boy, you better, you tell your boys they better kill me, Bert. They better go all the way with me, but if they just bust me up, I'll put all those pieces back together again, then so help me, so help me God, Bert, I'm gonna come back here and I'm gonna kill you. (Bert's thugs move toward Eddie)
Gordon: (Gordon gestures to his goons to back off.) All right. All right. Only, uh, don't ever walk into a big-time pool hall again.

Leaving the hostile forces of his life in the pool hall behind him, Eddie breaks his contract with a fierce determination, declares that winning and profits aren't everything, and walks away without giving Bert his share. Although he realizes too late that he has destroyed Sarah, her suicide and sacrificial love have brought about greater maturity, reconciliation and a fearless understanding that he must decisively end his association with the predatory Gordon or his emotional soul will die. Her love was truly important and she didn't die in vain.

Bert tolerates Eddie's challenge and criticism, warning that the introspective, philosophical competitor must never play in "a big-time pool hall again." In an ultimate victory, Eddie sacrifices his future in big-time pool.

Eddie turns to Minnesota Fats, who's been still and quiet. The beaten, but sympathetic Fats compliments the gracious "winner" in a dignified manner in the final lines:

Eddie: Fat Man, you shoot a great game of pool.
Fats: So do you, Fast Eddie.