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Tilt is possibly the only pinball exploitation film released to the general public, and this is enough to ensure it a unique place in history. The lengthy pinball action scenes are quite well done, taking the viewer right under the glass from the ball's point of view and lending visual dazzle to what is otherwise a very solitary sport. However, Tilt is also a curiously mean-spirited picture that can't find the proper tone for its subject and probable audience. Ken Marshall's Neil Gallagher is a profoundly unlikable character, a self-absorbed hustler who cons a 14-year-old girl into running away from home and crossing state lines for wagering purposes. Tilt's home life is turbulent, but not abusive; her parents are strict and rightly suspicious about their children's drug use (her hollering, dope-hating father is played by Gregory Walcott of Plan 9 From Outer Space fame). One too many heated lectures gives Tilt the excuse she needs to leave, and the furthering of Neil's genius gives her a goal. Brooke Shields is her usual charming self, but even here, before her career as a teenage jailbait model caught fire, the then-12-year-old actress is forced into a number of sexually charged situations that are portrayed in a glib, amoral fashion. A trucker she's hitched a lift with thinks she's 18 and assumes the ride will be paid for with sex, there are countless nights spent in hotel rooms with the twentysomething Neil, and the very nature of their relationship suggests a pimp and his whore. Shields is good natured, intelligent, and strong-willed throughout, steadfastly guarding her virginity to the end and laughing off sexual tension with a tomboy's disdain. Still, the film fails to acknowledge any eyebrow-raising situation (except as an occasional hip joke), creating a number of uncomfortable, wrong-headed moments. The remainder of the cast is generally shrill and false, either inhabiting a prefab one-dimensional character (the high-strung gambler, the arrogant rock promoter, the stuttering barroom lackey) or changing motivations at the whim of the plot. The only actor to ring true in Tilt is Charles Durning, who plays pinball wizard "the Whale" as a lonely compulsive eater in a performance that is far more sensitive than the film deserves. Written, produced, directed, and scored by Rudy Durand, Tilt appears to have been a labor of love (perhaps for pinball, perhaps for gambling, perhaps for Brooke Shields) that apparently went unrequited.