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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.

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.

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.

Perhaps the greatest tragedy to befall any artist is to have their life become more compelling than their work; such is the sad case with Peter Bogdanovich whose meteoric rise to fame was matched only by a truly famous fall from favor and a bewildering journey through tabloid hell. (Charles Shyer and Nancy Meyers mined the not inconsiderable drama of the first act of his life to sporadically great comic effect in 1984's Irreconcilable Differences. And his tragic love affair with Playboy model turned actress Dorothy Stratten is fictionalized in Bob Fosse's astonishing, horrifying Star 80 (1983). How many directors become characters in films?)

Bogdanovich's love affair with film is undeniable, though it has, in the past three decades, yielded far more perplexing misfires (The Cat's Meow, At Long Last Love, Nickelodeon) than unqualified successes. That said, The Last Picture Show is an extraordinary accomplishment and worthy of its place in the list of great films of the 1970s.

1971's other important films (Friedkin's The French Connection, Pakula's Klute, Kubrick's Clockwork Orange) are loud, angry, violent and contemporary – in-your-face reflections of a society in which rage and nihilism, engendered by Vietnam and the growing discontent over government corruption, is the currency of communication. The uncertainty coursing through the veins of American pop culture also begat in equal, if not equally graphic, measure a palpable sense of sorrow at the destruction of a simpler way of life (no matter how "true" that memory may be).

Like Jewison's Fiddler on the Roof and Altman's McCabe & Mrs. Miller, The Last Picture Show is a powerful and poignant evocation of the death of a community and a way of life. Thematically rich and imbued with Bogdanovich's remarkable knowledge and passion for film, the movie works on a dazzling number of levels; and Bogdanovich's use of nostalgia and traditional, archetypal genre conventions both enriches the movie and compounds the heartbreaking loss at the heart of the story.

His deft handling of a cast comprised of then (largely) unknowns (Bridges, Bottoms, Shepherd) is first-rate and he draws forth superb, often sublime performances from everyone (in particular, Johnson, Burstyn and Leachman). There isn't a false note or a misstep in the movie and there is a naturalness here that is not easily achieved or earned. The great production design (by Bogdanovich's then wife and partner Polly Platt whose contributions to his work and her subsequent involvement in the best works of James L. Brooks should not go underestimated) and the achingly beautiful cinematography by the late Robert Surtees are vital to the success (emotionally, intellectually, thematically) of the film.

The Last Picture Show is a truly rare work of surprising depth and emotional resonance; and the heartache for a time and place forever gone and the desperate and quiet struggles of its very real, very human denizens is matched only by the sorrow found in contemplation of Bogdanovich's Icarus-like fall from such exalted heights.

One of my favorite films is The Last Picture Show. It is a film that was directed by Peter Bogdanovitch in 1971, yet almost 30 years later it still seems fresh and alive to me. There is a desolate, spare quality to the 1950's small west Texas town we are invited into and its desolation is apparent to us from the opening scenes. It was filmed in black and white, which enhances the dramatic quality of the town and takes us back to a simpler time. Just as our lives are discontinuous, with jarring scene changes and ridiculous episodes of embarrassing events, so is life presented to us in this small town. The film's purposely jarring editing is transformed in our minds, as we watch, from a disjointed amalgam to a stream of consciousness effect that is very lifelike. One knows, then, that you are entering an alternative world just as real in its way as your own. This movie pulls you in.

There is no musical score in this film in the normal sense. The only time you hear music is when a radio is on or a phonograph is playing in the background. This lack of a musical score dubbed over the film enhances the illusion of reality. Another aspect of this sound editing is the choice of music that is being played by the different characters. Bogdonavitch uses song and artist selection to subtly comment on the character of the person or people who are listening to it. In the case of Sonny the music he selects is always Hank Williams and it alludes to the hardscrabble life and down to earth quality of his character. In contrast at JC's home, the manipulative teenager played by Cybil Sheppard, you hear a cover of a Hank William's song that has all of the life sucked out of it, similar to a Pat Boone cover of an Elvis Presley song. It is a direct comment on JC and her family; her family has grown wealthy by owning oil wells and they pretend they are still the same people as before. It is obvious they are not just by this simple musical selection. It is eloquent in its simplicity.

The center of the film and the major theme – should you listen to your heart or your libido if the two don't combine in the same person? Perhaps the saddest comment in this film is that too often these two halves to a whole do not come together as a package and people are forced to chose. None of the characters are particularly happy with their mates. Everyone is on the prowl for that perfect person they know they will be happy with. Time and again they think that they've found the perfect person based on their sexual attraction but when they begin to show their authentic selves are then rejected. Those in long term relationships with an emotionally compatible mate but with no sexual interest face an equal dilemma – a lack of excitement and joy – and are destined to be the ones that reject. It exposes both sides of this human dilemma, a duality that can become split and non-integrated, and does it in a sophisticated and lyrical way. Most people experience this split at some time and in this film, as in life, there are no easy answers. That's why I love this film.

And there is Billy, the boy who continually sweeps the street in a hopeless gesture to turn back the inevitable, representing that demented and futile longing for a past that was never quite as good as you remember it. He represents that longing for an illusion that disappears just as we are about to grasp it and the sadness of that. The broom that is never fast enough for the blowing dust of time.