Paul Newman called Martin Scorsese in September 1984 and asked him if he was interested in directing a sequel to The Hustler.
Newman said that the best advice he was given by Scorsese was to «try not to be funny». Cruise performed most of his own pool shots. An exception was a jump shot over two balls to pot another. Scorsese believed that Cruise could learn the shot, but that it would take too long, so the shot was performed for him by professional player, Mike Sigel. Cruise mentioned that, to prepare for the role, he bought a pool table for his apartment and practiced for hours on end. Standing in for the valuable Balabushka cue in the movie is a Joss J-18 (which became the Joss 10-N7), made to resemble a classic Balabushka.