In a 1950s depressed, desolate small Texas town, a high school senior (Timothy Bottoms) cares for his impaired younger brother (Sam Bottoms) and romances the football coach's lonely wife (Cloris Leachman) while his best friend (Jeff Bridges) slowly realizes his days of courting the town's high class beauty queen (Cybill Sepherd) are quickly coming to a close. Their time is spent is spent either in the establishments of the weathered, principled and beloved Sam the Lion (Ben Johnson), which include a diner, pool hall, and the soon to be closed single screen movie theater playing the latest Howard Hawks Western. Peter Bogdanovich's adaptation of Larry McMurtry's novel, brilliantly directed in grainy black and white, is a perceptive, sage film made with frank honesty and featuring either tender or harsh, though all excellent performances from actors at the beginning, middle, and ends of their careers.
**** out of ****
