As a jazz funeral passes through the streets of New Orleans, “The Cincinnati Kid,” alias Eric Stoner, also known as “Kid” (Steve McQueen) encounters a shoeshine boy, and is challenged to a penny pitch. Kid’s coin lands closest to the cemetery wall and he scrapes up his winnings. “You’re just not ready for me yet,” he jokes to the youngster.

Kid’s winning streak continues in a stud poker game across the river, but the locals don’t enjoy being beat, and he has to fight his way out and escape through a railyard. Kid’s mentor Shooter (Karl Malden) – who “just plays the percentages, don’t win much, don’t lose much,” – admonishes Kid for sitting in on a game like that, but Kid owns markers on almost every gambler in town. No one will play him. Action is so scarce, he considers leaving for Miami.

Shooter informs him that Lancey Howard (Edward G. Robinson) is in town. Lancey is “The Man,” a legend in gaming circles who’s grown older and stiffer, but proves he still has what it takes by outlasting gentleman gambler William Jefferson Slade (a young Rip Torn) and gutting him for $12,000 at the poker table. Lancey has heard Kid is looking for him, and agrees to a showdown.

Kid becomes obsessed with winning the game, beating Lancey and becoming “The Man” himself. His girlfriend (Tuesday Weld) gets tired of this and goes back to the farm to visit her parents. Shooter’s naughty wife Melba Nile (Ann-Margret) moves in for the kill, but out of loyalty to his friend, Kid spurns her advances, traveling to the country to visit his girl instead.

Slade wants to witness the old master beat, and when Shooter’s services are retained to deal the game, Slade blackmails him into helping Kid along, threatening to expose dirty secrets about Melba. The big game commences at the Hotel Lafayette, with six players – including Lady Fingers (Joan Blondell) and Yeller (Cab Calloway) – present for the showdown.

With a screenplay Ring Lardner Jr. adapted from a novel by Richard Jessup, Sam Peckinpah was hired to direct. Peckinpah’s maverick style – shooting a bedroom scene with a nude actress, and staging a riot with 200 extras – led to him being replaced by Norman Jewison two weeks into filming. Jewison brought in Terry Southern to rewrite much of the dialogue, and opted to make the film in color instead of black and white.

Though The Cincinnati Kid was intended to take place in the 1930s, nothing but a few cars really reflects this. McQueen is playing another terrific variation on his calm, cool and collected anti-hero, but donned in leather jacket, is too much a cat of the ’60s to be believed in the Depression. While Tuesday Weld is good, her breakup and makeup with McQueen is nowhere near as compelling as the poker. The movie itself stays in a holding pattern until the big game.

But as gambling movies go, this is a classic. Director of photography Philip Lathrop drenches the film in drab, muted color, so when the poker comes along, the red and black on the cards really pops out. I enjoyed the way the players – particularly Robinson and Blondell – rib each other, looking for any way to unnerve their opponents. The big game builds in excitement until only McQueen and Robinson are left to bust each other out, and pays off with a memorable finish.

The cast is one for the ages, with Ann-Margret playing one of the great sex kittens of all time. Hal Ashby served as film editor, Lalo Schifrin composed the music, and Ray Charles lent his vocals to the top drawer theme song. This was Jewison’s first major success as a filmmaker, and the movie is loaded with the terrific camera angles and a sense of place that would distinguish In The Heat of the Night, The Thomas Crown Affair and many of his films to follow.