Many of the world's top pool sharks will be "smashing the rack" this weekend at one of America's premiere billiard tournaments: the Derby City Classic.

Held at Horseshoe Southern Indiana casino — not far from the site of Louisville's Kentucky Derby — the event promises thousands of dollars in prizes to masters of games such as bank pool, one-pocket and nine ball.

"Watching serious pool players compete for high stakes is something to behold," says R.A. "Jake" Dyer, billiard aficionado and author of "The Hustler & The Champ ." "It's quite entertaining and just as exciting as any sport."

But much of the romance surrounding the so-called "sport of rogues" has been slipping away during the half-century since Paul Newman played "The Hustler" in the movies. Many of the classic, dark and smoky players' halls have been muscled out by upscale billiard rooms with loud music and video games.

"The old-school pool halls tend to be more interesting," Dyer says. We're talking about places with personalities all their own — with chalk-covered floors and so-called "railbird" spectators perched against the wall in high-backed wooden chairs. These are rooms where they understand the line in "The Hustler" when the cashier says, "No bar, no pinball machines, no bowling alleys, just pool — nothing else."

"Old railbirds sitting around watching a game of one-pocket is a lot of fun," says Dyer. "You don't really see a lot of that kind of activity around these upscale pool halls."

But the sport, which dates back centuries in some form or another, is hurting from the exploding popularity of poker and online video games. The number of U.S. billiard and pool participants peaked at about 51 million in 2007, plunging to about 35 million last year, according to Statista Research and Analysis

"It's absolutely terrible," says Edward "Sandman" Liddawi, owner of Sandcastle Billiards in Edison, New Jersey . "I left good money and a good career in the IT field to save a sport that I see dying."

"Unfortunately, 'The Hustler' and its 1986 sequel, 'The Color of Money, ' were a great boon for the industry, but it was also a black eye," Liddawi says. People steer clear of pool halls because they fear they'll get hustled or "have their lunch money stolen." That's just not the case, he says. Players are classier. "Now, 85% of the game is played by professionals and families."

Most historians agree the sport's roots stretch back to European lawn games played in the 15th century . When these games went indoors and got smaller, wooden tables substituted for lawns.

Chalk and awe

Despite changes in the sport, the hallowed names of billiard wizards who gained fame in the 1950s, '60s and '70s still evoke respect.

Even folks who've never held a cue stick have heard of Minnesota Fats. Although his birth name was Rudolf Wanderone , his Social Security card, Dyer says, actually read "Minnesota Fats."

Fats feuded with another legend named Willie Mosconi: a 13-time world champion. They famously faced off during a match broadcast live on ABC TV's "Wide World of Sports" in 1978. Winner: Moscon i.

The great ones of the old days have been replaced by stars like Francisco Bustamante, Earl "The Pearl" Strickland and Jeanette Lee, aka The Black Widow.

Looking for action?

Dyer got interested in billiards after reading a book on the sociology of pool hustlers. He ended up spending three years in Costa Rica, where he became a self-described railbird, watching really great pool players work their magic. "I got stuck — not only with playing the game — but with the atmosphere," Dyer admits. "And I think that's what attracted me as much as the game itself: the atmosphere surrounding it."

The art of hustling, say pool insiders, is fading. But Dyer says you can still find "action" — places where players are willing to bet big money on games — if you know where to look. Hustler culture lives on in America's bigger cities, Dyer says, but it's a far cry from years past.

The hustlers will pretend to be less talented than they really are. They'll prey on overly confident, average players who are willing to bet a bundle.

As Newman's character — an expert hustler — says in "The Color of Money," "You gotta be a student of human moves."

Is it possible for a tourist to buy a pool hustler experience? Sure, says Dyer. "This may be controversial advice, but if you're willing to lose $30-$40 — or even less, go ahead and let yourself get hustled."

Think of it as the price of entertainment. "Sometimes to be able to play for a couple hours with some old timers that play really well and have great stories is worth 30 bucks to me," says Dyer. "You just need to make sure you know when to stop so you're not mortgaging the house or selling your car or anything like that." Like Newman says in the movie: "Sometimes if you lose, you win."

So, in the spirit of staying out of trouble, here are a few common-sense tips for pool hall etiquette:

-Don't cross in front of players' sight lines while they're shooting

-Always keep 5-10 feet away from a shooter who's leaning down to take a shot

-If you're going to sit in a chair, try to remain still

-Avoid shouting or speaking over a shooter

-When sharing an aisle with a serious player at an adjacent table, wait for the shooter who's leaning down to take a shot. Allow them to shoot, then take your turn to shoot

You can have a lot of fun enjoying pool as a spectator, if you can find a good room to watch it in. But if you decide to play, remember, like Newman says in the movie: "The balls roll funny for everybody, kiddo."

Here are some notable pool joints in no particular order:

4639 N. Milwaukee Avenue

This players' hall is where scenes were shot for "The Color of Money." Dyer says, "It's been said that all the great pool halls involve a flight of stairs, either going up or going down. And so you'll find a flight of stairs at that pool hall."

101 Townsley Street

"Sandman" Ed Liddawi has helped turn a former golf equipment warehouse into "the pool enthusiast's billiard parlor" including 18 tables and fine Simonis cloth. Sandcastle pays homage to the film "The Hustler" with walls adorned with images and quotes from the movie.

17450 Bellflower Boulevard

This L.A.-area "Home of the Champions" was established in 1988. By 1996 Billiards Digest had named it America's best pool room. Liddawi calls it an "old school" spot where pros hang out. Its owners "try to keep the game alive," says Liddawi. "They're not just there to make money alone."

3241 W. Montrose Avenue

In 1985, Marie's was being considered as a "Color of Money" film location, says co-owner Ted Minassian. Ironically, after the Minassians cleaned up the joint to impress filmmakers, it was determined that the place didn't look dirty enough to be an authentic pool hall. So the moviemakers shot elsewhere. A longstanding hall since the mid-'60s, Marie's was a regular stop for "road players" who traveled the nation looking for action. Any action now? "Not really," Minassian says. "That's kind of passe. That's something in the past."

10463 County Line Road

Capone's touts itself as both a neighborhood hangout and a place that draws pro shooters. With 21 tables, the joint hosts pool clinics and tournaments.

5612-A Princess Anne Road

With 25,000 square feet and 70 tables, Q-Master bills itself as America's largest billiards room. "I was there during the U.S. Open a couple of years ago," says Dyer. "You can find a lot of old-school pool playing in there."

133 N. Front Street

Established in 1888, this place touts itself as the nation's oldest pool hall. In 1953, Mosconi set a world record there for pocketing 365 balls, according to the Historic Wilmington Foundation. With its 10-12 tables and a bar, "it's a quintessential American pool hall," says the foundation's George Edwards. "Dark with low ceilings. It feels like a place you wanna go to play pool. A lot of regulars and young professionals frequent the place."

8. JOB Billiards Club, Madison, Tennessee

900 Gallatin Pike South

This well-known pool hall outside Nashville has been in business for approximately 40 years. Inside you'll find 30 competition-class tables fit for serious players.

5179 Mission Street

Located in a unique art deco building in the Outer Mission neighborhood since 1972, Billiard Palacade offers 18 tables. No gambling allowed. Seriously.

3541 Chamblee-Tucker Road