 The film opens in Texas, where Neil Gallagher (Ken Marshall) challenges obese pinball champion Harold Remmens (Durning), appropriately nicknamed "The Whale," to a $400 match.When Neil gets caught cheating, he heads off to California, where he meets teen runaway Brenda "Tilt" Davenport (Shields), a 14-year-old pinball wizard.Neil watches as Tilt and the owner of Mickey's Bar hustle an unaware gambler in a game of pinball, and immediately decides to team up with her.