40 years ago, Tom Cruise played a talented but arrogant young hot-shot in a movie that isn’t strictly about professional sports, but sometimes echoes the structure of movies that are, as the cocky kid must learn to check his ego. It wasn’t necessarily regarded as a great film during its immediate release — some major critics were majorly skeptical — but it did well at the box office back in 1986, and with the fullness of time, it came to be regarded as something of a classic.

I’m speaking, of course, about Martin Scorsese’s The Color of Money. Why, is there some other Tom Cruise vehicle from 1986?!

Yes, compared to Top Gun, the biggest-grossing movie of 1986, The Color of Money was only a minor hit. It seems likely, in fact, that at least some of the $52 million it earned in North America was attributable to the wave of love for Top Gun, which was, remarkably, still in the weekly top ten when The Color of Money opened at number two — behind the surprise smash Crocodile Dundee, which hilariously made almost as much money as Top Gun. Dundee and Money remained in the same top spots for five weekends, during which Top Gun scarcely left the top 10. Having most of its box office run occur in the shadow of its star’s bigger hit of the year puts The Color of Money in the dubious company of movies like Teen Wolf (which was shot before Back to the Future, but became an echo-effect hit after that film made Michael J. Fox a bigger deal than ever) and The Net (a “we also have Sandra Bullock!” hit the summer after While You Were Sleeping). The difference is that unlike those examples, The Color of Money is a way better movie than Top Gun — and pioneered the legacy-sequel territory that made Top Gun: Maverick possible.

That’s because the movie was designed as a sequel to Paul Newman’s 1961 film The Hustler; Cruise only became a focus accidentally, via the vague similarities to Top Gun. Newman reprised his role as “Fast Eddie” Felson, and corralled none other than Martin Scorsese to direct the movie, more or less for hire. Scorsese was coming off of a rough period where The King of Comedy, made at the behest of Robert De Niro, and After Hours, a low-budget palate-cleanser, both flopped. They would each reveal their greater influence in later years, but that didn’t do Scorsese much good in the mid-’80s. Working with Newman and Cruise, however, was a different story.

The Color of Money really is Newman’s movie, despite the fact that his Oscar win was widely considered one of those career awards for a performer who had been passed over for earlier, better work. That might technically be true of Newman — he remains one of the great movie-star actors, and who’s to say if he’s better in Cool Hand Luke or The Verdict or whatever else — but he’s still terrific reprising Fast Eddie, who has half-retired from pool hustling. His day job is selling liquor, and he seems to be good at it, but he also dabbles in backing younger hustlers in pool halls, which is how he spots Vincent (Tom Cruise), a talented “flake,” as Eddie puts it.

The two of them, along with Vincent’s girlfriend Carmen (Mary Elizabeth Mastrantonio), work their way through various local halls on the way to an Atlantic City tournament. Their clashes along the way goad Eddie into shooting pool again, quietly questioning both his purpose and his ability. The seedier-than-sports milieu allows Newman to play the older Eddie as half coach, half rapacious-capitalist con artist: “The best is the guy with the most,” he tells Vincent at one point.

40 years after its release, The Color of Money has taken on additional historical curiosity as a movie where Cruise crosses Scorsese off the impressive roster of directors he would work with; he’d already done a movie with Francis Ford Coppola, and would go on to make later projects with Steven Spielberg and Brian De Palma. (There’s still time to lure George Lucas out of retirement, Tom!) While those later Spielberg and De Palma movies saw a more fully-formed Cruise teaming with titans of the ’70s, there’s something electric about a younger Cruise matched with Scorsese, who may have been doing this movie for a paycheck but doesn’t let it show in the filmmaking.

Scorsese’s signature shot in The Color of Money is a rapid push-in, often punctuated by the clack of a pool cue against billiard balls in show-offy close-ups. In one of the film’s best scenes, Vincent showboats through a series of pool matches, unleashing the full preening extent of his talent, whipping around in celebratory dances to Warren Zevon’s “Werewolves of London” while the camera circles the table. Eddie, meanwhile, watches in dismay, knowing that showing off and winning in the short run will kill their financial prospects in this area for the long run. (Scorsese, whose preternatural instinct for scoring action with 20th-century rock music, actually kicks off the Zevon cue on Newman in his car, heading to the pool hall, before we seen Cruise experiencing the song diagetically.)

Eddie’s tutelage also cleverly undermines the Cruise story arc seen before and after this one: Vincent needs to check his ego not so much to get better at the game and win like a champion, but so he’s more capable of flopping and therefore hustling his way toward bigger money. Late in the movie, when he exalts the feeling of playing to the audience when throwing a crucial game, it’s both delightfully Cruise-y and crushing to Newman’s character. Scorsese and screenwriter Richard Price constructed the only ’80s Tom Cruise vehicle to admit that training to become a slightly less cocksure winner is still pretty much a sham. The best is the guy with the most.

It’s possible, then, to read The Color of Money as an allegory about its own potentially mercenary making: Scorsese needed a hit, Newman wanted some glory, Cruise was presumably looking for some face time with some legends. On those levels, the movie did its job, nearly on par with a particularly effective trick shot: It confirmed Cruise’s superstardom after Top Gun, gave Scorsese his hit, and won Newman his first and only competitive Oscar with a single film.

Yet Scorsese’s film isn’t just a power play, even if it obviously meant less to him than The Last Temptation of Christ, the passion project he made next. In a culture that’s elevated the Top Gun movies into major totems of cinema, there’s something to be said for a movie that plays with similar dynamics without the rah-rah jingoism and with a more complicated relationship to megastar vanity. Top Gun had to wait decades to fold in the ambivalence and loss of middle age, only to decide that its lead character may in fact live forever. The Color of Money, with Cruise on one side and Newman on the other, finds room for the callowness of youth and the stubborn resilience of an older man in a single entertaining package.

Jesse Hassenger (@rockmarooned) is a writer living in Brooklyn. He’s a regular contributor to The A.V. Club, Polygon, and The Week, among others. He podcasts at www.sportsalcohol.com, too.