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A beautiful and heart wrenching movie that gets better and better as the years go by. I saw this when it came out in 1971, I knew it was good, but I didn't really understand how good or why. Over the years I have gone back and watched it again, and as my life changed I began to relate deeper each time I saw it. Bogdonovich was WAY ahead of the game on this one.

This is one of those rare movies that you can go back every five years and watch for the first time. Myself having been raised in Del Rio, Texas in the late 50's and early sixties, I can attest that this is a totally accurate picture of what coming of age in west Texas was really like for most of us.

Here is a movie that perfectly captures a time and place. The time is the year between November, 1951 and November, 1952 and the place is Anarene, Texas, a small town in north central Texas. The screenplay was written by Larry McMurtry, in collaboration with director Bogdanovich, based on McMurtry's novel of the same name. Anarene is just south of Archer City, McMurtry's home town where the movie was filmed. McMurtry knows whereof he speaks, the movie has the feeling of total authenticity.

The story centers around two best friends, Sonny (Timothy Bottoms) and Duane (Jeff Bridges), as they pass from being high school seniors into adult life. Given their backgrounds, coming from broken homes and living in boarding houses, there is little idea that they will go to college. The movie details how the two handle this pivotal and bewildering time from being on the high school football team one year to being on their own without much of a safety net the next. In a wider context the movie is about larger transitions: from youth to adulthood for the young people, from a frustrated and bored middle age to an even less promising future for the older folks, and from a town with some social cohesiveness to a town dealing with the isolating effects of a bankrupt economy and the advent of television. The rather bleak prospects that Sonny and Duane face parallel the prospects of the town. You are made to think about transitions in your own life.

The movie is populated with many finely drawn characters, all acted with supreme skill. There is not a false note struck in the entire movie. By the end we know the characters so well that they seem real. Jeff Bridges was nominated for an Oscar, and I don't understand why Timothy Bottoms was not nominated as well, since his performance is of equal quality. Bottoms plays Sonny with such genuine good-natured charm and honest sincerity that it is hard to believe he is acting. And Ben Johnson and Cloris Leachman both won well-deserved Oscars. Kudos all round to the entire cast.

The movie is beautifully filmed in black and white befitting the stark settings and story, and the time period. It is filmed as if it were made in the period portrayed.

If you have ever lived in a small town or if you grew up in the American heartland in the 1950s, this movie will evoke overwhelming nostalgia. But the story is so powerfully told that I think that for everyone it will evoke nostalgia for a time and place, even for that which they may never have known.

The town, as well as the movie, is held together by Sam the Lion (Ben Johnson) who owns the movie theater, the café, and the pool hall. In fact he owns just about everything there is to do in Anarene, except for watching the hapless Anarene High football team ... and sex. It is no wonder then that sex, in its many faceted varieties, plays a big role in this town, and in this movie.

There are so many wonderful and memorable scenes that it would simply require a small volume to recount them. One scene that grabbed me was when Sam and Sonny are at a lake outside of town, ostensibly fishing, and Sam reminiscences about old times, about when he came to the lake twenty years earlier with a lover. Sam makes the comment, "You wouldn't believe how this land has changed." The camera pans the surroundings and it is hard to see how this area could have changed much in the last thousand years, but Sam is clearly attuned to the subtle changes, since memories were impressed on him in a time of strong emotion. We all have clear memories from when and where we have been happy, even if it is a small lake in a desolate flat land. And Sam's specific comment can be taken to apply more generally to the basic theme of the movie. This incredible scene ends with Sam's saying, "Being a decrepit old bag of bones, that's what's ridiculous," and anyone who is not close to tears at that point will never truly appreciate the beauty of this movie.

Seemingly this movie should be depressing, but the effect is more of a melancholic look into the lives of ordinary people who are just trying to play the hands they have been dealt in life.

It wasn't until the movie was over and I was reading the credits that I realized how cleverly the music had been woven into the film. All of the music is from the time period and is a part of the action and not background music. It is played on home radios, car radios, truck radios, 45 rpm players, jukeboxes, and at a community Christmas dance. The Hank Williams song, heard on the radio in Sonny's old truck in the opening scene, "Why Don't You Love Me Like You Used to Do?" sets the tone for the music as well as the movie. There are great songs taken from over a dozen country and western classics from the era. Ruth (Cloris Leachman) is listening to Johnny Standley's quirky, "It's in the Book," (a unique and strangely satirical offering to be popular at any time, let alone reach the pop charts and sell a million records in 1952) during the final scene between her and Sonny.

Why is this movie so special? That's kind of like asking why one likes a certain piece of music or a painting. Everything comes together here in one of those magic moments - the acting, the filming, the story, the music, the editing - to create a simply-told and remarkably affecting work of art.

Peter Bogdonovich's great love of film, combined with Larry McMurtry's superior storytelling (he wrote the novel and both collaborated on the script), is in glorious evidence in this elegiac study of life in a small Texas town in the early Fifties. Bogdonovich pays a heartfelt tribute to the America of John Ford and Howard Hawks but the subject matter is contemporary, anguished, appropriate for the time in which it was made. Filmed by the great Robert Surtees in a flat black and white that perfectly evokes the bleakness of rural Texas life and peppered with a fine soundtrack of the popular country hits of the time, Bogdonovich creates a mise en scene understated and keenly observant of the details. It's also filled with McMurtry's trademark mix of humor and pathos. The cast (including Jeff Bridges, Timothy Bottoms, Cybill Shepherd, Ellen Burstyn and Cloris Leachman) is letter-perfect but it's Ben Johnson as Sam the Lion who gives the film its center: in an overwhelming (yet masterfully restrained) performance, Johnson unforgettably absorbs the town's despair, loneliness and regret; his short monologue about lost love is delivered with such deceptive simplicity that its power sneaks up on you unawares. One of the great performances and one of the groundbreaking films of the Seventies.

This is a character study wherein the main character is a small West Texas town, circa 1951. In the U.S., the early 1950s symbolized a transition from nineteenth century agrarian values to twentieth century urbanism. In the film, various people who live in the town must confront the reality that time moves on. Things change. Assumptions of previous generations give way to the untested assumptions of the future. The film's theme is thus American cultural change, and the personal disillusionment that such change can bring. It is a powerful theme, and the film imparts that theme with logical clarity and emotional frankness.

In the hands of lesser talents, the subject matter of unimportant people doing unimportant things might have yielded a tiresome soap opera. But the film's script is poetic, the direction is skillful, the B&W cinematography is artistic, the casting is perfect, and the performances are superlative.

The story draws heavily from early American individualism. Life here is mostly physical, not mental. Human relationships are direct, immediate, one-on-one. Except for schools, which are given some prominence, cultural institutions exist in the film only vaguely or not at all. For entertainment, people listen to radio, which features the mournful country-western music of Hank Williams. Or, they go to the town's decrepit picture show, where an elderly Miss Mosey kindly returns money to the kids who got there too late to see the cartoons.

If the film has a weakness it is in the presentation of a realism that is incomplete. We see mostly stifling bleakness, though that is ameliorated somewhat by humor. What we don't see are the uplifting influences and the optimism that sustained agrarian generations through hardships and rough times.

Nevertheless, within the film's story parameters, the film does convey an accurate account of what life was like for ordinary folks in West Texas in the early 1950s. I doubt that this film could be made today. Contemporary audiences have been conditioned to expect non-stop action, loudness, glitz, and overblown special effects, all of which are absent, mercifully, from this film.

Low-key, perceptive, bleak, and melancholy, "The Last Picture Show" easily makes my list of Top Ten favorite films of all time.

Previously, I had seen parts of this critically-acclaimed film on TNT back in the '90s. Now I have watched the whole thing with Mom who was surprised at all the nudity and sex depicted as she's been used to more old-fashioned movies we've seen recently. Me, well, I'm just glad to have finally watched the entire thing so now I can see what the big deal was about concerning story, tone, and creative output mainly on the director's part. The black-and-white photography is the perfect choice to present this particular story in and the actors chosen by Peter Bogdanovich are aces through and through: Cybill Shepard in her debut, Jeff Bridges, Timothy Bottoms, Randy Quaid, Eileen Brennan, Ellen Burstyn, and especially, eventual Oscar winners Ben Johnson and Cloris Leachman. The depiction of a dying town as many of the characters are growing up is quite a compelling drama to make. So on that note, I definitely recommend The Last Picture Show. P.S. This review is dedicated in memory of Ms. Leachman.