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Once upon a time a guy name Peter Bogdanovich was on top of the movie world. In the very early '70s, along with Francis Ford Coppola, he was once considered the voice of a generation (but then again, so was Dennis Hopper, briefly). Following his solid Roger Corman-produced micro-budgeted thriller, Targets, Bogdanovich got thrown front and center onto the major filmmaker map with The Last Picture Show, a perfect piece of dust-bowl Americana. This is a film that would establish a number of actors: Jeff Bridges, Cybill Shepherd, Timothy Bottoms, and Ellen Burstyn would all shine. While older cowboy actor Ben Johnson and ex-beauty queen turned character actress Cloris Leachman would win well-deserved Oscars for their performances.

The film is based on an excellent mini-novel by Larry McMurtry (later writing Lonesome Dove and Terms Of Endearment). Shot in beautiful black & white, The Last Picture Show takes place in a sleepy little Texas town in the early '50s. Main Street seems to be dying, going the way of the cinema (with television supplanting it). Everything seems to be slowly fading away. Two high school football players, Sonny (Bottoms) and Duane (Bridges), hang around the local pool hall, owned by the wise Sam The Lion (Johnson). Sam owns most of the businesses on the abandoned Main Street, including the cinema and the diner. He also looks after a retarded kid, Billy (Sam Bottoms; Lance in Apocalypse Now!). They have taken Sam’s head waitress, Genevieve (Eileen Brennan of The Sting), under their wings and she seems to look after all the males. Duane dates the town’s rich-girl, a calculating beauty named Jacy (Shepherd). Sonny gets into an illicit affair with his football coach’s lonely, middle-aged wife Ruth (Leachman). Sam passes away, but not before giving Sonny a great monologue about old times and a woman he was once crazy about when he was young. It’s a powerful scene. With age comes regret. Cinemas, shops, and towns can fade away, but memories don’t (it’s shot amazingly in one long take as the camera moves in and then out on Johnson’s glorious aged cowboy face).

Over the course of a year much happens in town. Jacy starts running with the rich kids in a neighboring town (led by a very young Randy Quaid) where they have nude pool parties. Duane joins the army (Korea bound). Sonny very briefly runs off with Jacy to be married, but they are stopped by her parents. On the way back to town Sonny realizes that the wild woman Sam once loved was Jacy’s mother, Lois (Ellen Burstyn just before breaking-through with The Exorcist and winning an Oscar for Alice Doesn’t Live Here Anymore). Eventually, Jacy is able to lose her virginity to her mother’s lover, Abilene (Clu Gulager). A car kills Billy as he sweeps the street; at that point, all the town’s innocence is officially gone.

Bogdanovich would spend his career imitating the masters he admired (John Ford, Howard Hawks, etc.) and would use those sleepy Ford vistas to great effect with the Texas landscape. His follow-up to The Last Picture Show was another masterpiece, the father/daughter Depression era, con-artist comedy, Paper Moon. But after these two great films it was all down hill. His Hawksion Streisand comedy What’s Up Doc? wasn’t terrible, just annoying. But then the terrible set in. Daisy Miller, At Long Last Love, and Nickelodeon were all famously bad nods to old Hollywood. That was the end of Bogdanovich the major director. He would occasionally make a couple of interesting oddball films (Saint Jack and Mask) to remind us that he was once a great talent. And he would do a pointless The Last Picture Show sequel, Texasville, which is more interesting for the documentary made about it called Picture It. He would become just as known for going back to his original career as a smug film commentator (writing the excellent book Who The Devil Made It: Conversations with Legendary Film Directors) and as an actor personality (The Sopranos). His personal life was equally smug. He was married to The Last Picture Show's acclaimed set designer, Polly Platt, but left her for the much younger Shepherd. Later he was involved with the famous playboy model Dorothy Stratten before she was murdered by her psycho husband (who then sodomized her corpse before killing himself). Bogdanovich then went on to marry Stratten’s younger sister for a couple of years.

Faring better than the director was the then young actor Jeff Bridges. While the Bottoms brothers' careers would be more or less over by the '80s and Cybill Shepherd would be relegated to TV after starring in a couple of Bogdanovich’s mid-'70s dogs, Bridges would tip-toe around the cusps of super-stardom for decades with fascinating performances in films as diverse as Thunderbolt and Lightfoot, Starman, Stay Hungry, Heaven’s Gate, Fearless, The Fisher King, Tucker, The Big Lebowski, and then finally winning an Oscar recently for Crazy Heart. When it’s all said and done on paper Bridges' resume puts him up pretty close to his highly respected superstar peers like Jack Nicholson, Gene Hackman, and Dustin Hoffman.

Besides its exciting "new" cast, The Last Picture Show was considered very fresh in its day for its depiction of teenage sexuality (there is much graphic nudity) and for its use of an all-'50s country music score. Mean Streets and American Graffiti may have been more celebrated for their use of pop music, but The Last Picture Show did it first. At first this is a film that feels like it’s full of vignettes - short chapters - but on further viewing the deeper meaning in the almost tragic story comes out. There are little unexplained mysteries as well, like the side story of Joe Bob, the preacher's son who kidnaps a little girl and maybe molests her. Why does Sam leave him $1,000? This is just one of the many little storylines that are never fully explained, but don’t require explanation. Like the nude little brother hanging out in the pool watching Cybill Sheperd undress, it's just a small detail in a film made up of small details. In some ways The Last Picture Show feels more authentically 1951 than any film I’ve seen from 1951. A true American masterpiece.

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The Last Picture Show won two Oscars: Best Supporting Actor (Ben Johnson) and Best Supporting Actress (Cloris Leachman). It was nominated for an additional six Oscards: Best Supporting Actor (Jeff Bridges), Best Supporting Actress (Ellen Burstyn), Best Director, Best Picture, Best Cinematography, and Best Adapted Screenplay.