With the Golden Gate Bridge, Alcatraz, and the trolley cars, few cities have more instantly recognizable signposts than San Francisco, but none of them make an appearance in Rob Nilsson's Chalk, a bleak Cassavetes-inspired poolroom drama that squints like a drunk at the outside world. Spending nearly all their time at the Crabtree, an unsightly dump on the wrong side of the tracks, characters hustle for small money in a hermetic trap of smoke and sweat, rarely catching a breath of Bay air. Shooting on underlit video—not the more popular digital video—with bright neon blues and reds, Nilsson crafts moody, low-budget grime that recalls Martin Scorsese's Mean Streets in its dank, stifling proportions. Chalk's striking atmosphere is by far its greatest asset, smoothing over the uneven improvisational performances, the deliberate and predictable story arc, and the frequently chaotic staging. A veteran independent whose debut feature Northern Lights won the Camera D'Or at Cannes in 1979, Nilsson culled most of his cast from The Tenderloin Action Group, a workshop he founded for inner-city street people and filmmakers. While their abilities are sometimes limited—Cassavetes, after all, had Gena Rowlands, Peter Falk, and Ben Gazzara to push across his loosely organized ideas—Chalk has an authentic, lived-in quality that owes a lot to their amateur status. Kelvin Han Yee stars as a 9-ball wizard who haunts the Crabtree all night, occasionally taking down college students or motorcyclists for little more than beer money. At his half-brother's urging, Yee agrees to play a match against a shady ranked player (Don Bajema) with the whole of his father's meager fortune ($10,000) at stake, even though he's known to choke against better competition. Yee's showdown with Bajema has unmistakable echoes of Paul Newman's duel with Minnesota Fats in The Hustler, but Nilsson has a proper sense of scale: The long, beautifully choreographed pool matches in Chalk are unnerving and tense because the players are betting a lot more than they have, financially and mentally. In Nilsson's heartfelt, mournful drama, all the characters know is the game, and the game has its limits.