"Produced by Hollywood iconoclast BBS Productions, film critic-turned-director Peter Bogdanovich's 1971 film pays homage to Hollywood's classical age as it chronicles generational rites of passage in Anarene, a fictional one-horse Texas town. In 1951, high school seniors Sonny (Timothy Bottoms) and Duane (Jeff Bridges) play football, go to the movies at the Royal Theater, hang out at the pool hall owned by local elder statesman Sam the Lion (Ben Johnson), and lust after rich tease Jacy Farrow (Cybill Shepherd in her film debut). As the year passes, Sonny learns about the pitfalls and compromises of adulthood through an affair with his coach's wife Ruth (Cloris Leachman) and a thwarted elopement with Jacy after she dumps Duane. Following two tragic deaths, and with Duane gone to Korea and Jacy packed off to college in Dallas, Sonny is left behind in Anarene, wise enough to absorb the life lessons of Sam the Lion and Jacy's mother Lois (Ellen Burstyn). He is determined to honor Sam's legacy as the town's conscience, despite a telling sign of incipient communal disintegration: the closing of the Royal Theater after a final showing of Howard Hawks's Red River. Paying tribute to classical Hollywood directors like Hawks and John Ford, Bogdanovich used old-time cinematographer Robert Surtees and shot The Last Picture Show in crisp black-and-white, with a restrained style devoid of the kind of ""new wave"" techniques (jump cuts, zooms, and jittery hand-held camerawork) used by such contemporaries as Arthur Penn, Robert Altman, Mike Nichols, and Martin Scorsese. As in such Ford films as The Grapes of Wrath (1940), Bogdanovich relies on careful visual composition in deep focus to help communicate the regret over the passing of an era. Hailed as one of the best films by a young director since Citizen Kane (1941), The Last Picture Show premiered at the New York Film Festival and went on to become a hit. It was also nominated for eight Oscars, including Best Picture, Best Director and Best Screenplay for Larry McMurtry's and Bogdanovich's adaptation of McMurtry's novel. John Ford stalwart Johnson won Supporting Actor and Leachman won Supporting Actress, beating out their cohorts Bridges and Burstyn. For an audience steeped in movie history and caught up in the chaotic 1971 present, The Last Picture Show presented a nostalgic look backward that was not so much an escape from the present as a coming to terms with what the present had lost. Its 1990 sequel Texasville, in which Bridges and Shepherd played later incarnations of their original characters, was not as successful."