Moving away from noir, John Dahl's Rounders (1998), based on a script by Brian Koppleman and David Levien, revolves around Mike McDermott (Matt Damon), a poker genius who's putting himself through law school out of gambling. After losing his tuition in a disastrous game, he scrapes for a second chance at higher stakes against the sinister Russian, Teddy KGB (John Malkovich). Mike's best friend, a reckless card cheat called Worm (Edward Norton) gets out of jail and pulls him back into the game, putting his life in danger. Though Mike has a girlfriend, in his world, male companionship is far more important than love or sex.

The film is inspired by The Cincinnati Kid (1965), in which a troubled card shark (Steve McQueen) takes down a veteran (Edward G. Robinson), and The Hustler (1961), in which Fast Eddie Felsen (Paul Newman), struggles to earn a marathon pool match with Minnesota Fats (Jackie Gleason) and in the process redeems himself as a pool player and a man. Similarly, Rounders is structured as an inspirational morality tale about the professional and personal tribulations of an ambitious striver. Assisted by the great French cinematographer Jean-Yves Escoffier (who has lensed a number of indies), Dahl gives New York's underground gambling a vivid atmosphere with its specialized rituals and fast macho talk.