Director Peter Bogdanovich (MASK, PAPER MOON) brings Larry McMurtry's bittersweet novel of life in a small, sleepy Texas town in the early 1950s to the big screen. This coming-of-age tale focuses on best friends Sonny Crawford (Timothy Bottoms) and Duane Jackson (Jeff Bridges) and their relationships. Duane is dating the beautiful but fickle Jacy Farrow (Cybill Shepherd), a good girl who is looking for a little excitement. Shy Sonny, meanwhile, is carrying on an illicit affair with a coach's wife, Ruth Popper (Cloris Leachman), a sad, plain woman whose only joy appears to be the stolen moments they share. By delving into the intertwining lives of the town's diverse residents, the film explores issues of love, loneliness, innocence lost, and disillusionment. The closing of the town's only cinema serves as both a physical and metaphoric backdrop to the characters' lives.