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      Cloris Leachman in The Last Picture Show. Courtesy Jerry Ohlinger’s Movie Material Store.

      But this thoroughly desolate-looking beginning is, in fact, a bit of sly humor from Bogdanovich. There is plenty of action taking place in Anarene—romances, affairs, au naturel pool parties—but it is going on in private. High-school student Sonny Crawford (Timothy Bottoms) is setting up house with his football coach’s ashen-faced wife, Ruth Popper (Cloris Leachman), while his best friend, Duane Jackson (Jeff Bridges), is arranging motel-room assignations with his pretty, popular classmate Jacy Farrow (Cybill Shepherd), whom Sonny also desires.

      The difference between exteriors and interiors—between respectability and immorality—is emphasized throughout the film. In a lovely early scene (absent in the original cut but later restored by Bogdanovich), we see Jacy as she drives Sonny and Duane home in her open-topped convertible. They peppily belt out the school song in the brisk autumn air, which is alive with feelings of friendship and innocence. Much later, however, when the class sings “Texas, Our Texas” at a graduation ceremony, the earlier scene’s wholesome esprit de corps is obliterated by the private conversation Duane and Jacy carry on under their breath; having struck out during their previous tryst, he is imploring her to go to bed with him just one more time.

      Now, a lesser director—a more conventional director—would be making a point about how the prim-and-proper 1950s were really no such thing. But in adapting Larry McMurtry’s fine novel, Bogdanovich takes a more rigorous approach. Instead of reveling in the adolescents’ behind-closed-doors antics, he casts his lot with the few adults in the story who disapprove of them, especially the rugged, tough-talking cowboy Sam the Lion (Ben Johnson).

      Even the film’s famous skinny-dipping scene has an unexpected tone of finger-wagging: the audience is saddened—disheartened—when Jacy capitulates after being pressured into getting undressed on the diving board. There is a devastating moment when, after hitting the water, she finds that the watch she is wearing—just given to her by Duane—has stopped. Jacy brings the watch close to her face to see if it is still working, shaking her wrist several times before realizing that it has died. Her expression suggests that she wonders if something inside her has died, too. Jacy’s scruples are sadly transient: one of her prospective beaus smiles lustily at her from the opposite end of the pool, and she returns the look. Her watch is forgotten, as is her fleeting regret.

      Director Leo McCarey—the master filmmaker behind The Awful Truth and The Bells of St. Mary’s—once told Bogdanovich that he had long dreamed of making a movie that told the story of Adam and Eve. In fact, Bogdanovich, not McCarey, would be the better choice to direct a movie about the costs of eating from the tree of knowledge.

      In the years following The Last Picture Show, Bogdanovich came to oppose the unchecked sex and nudity rampant in contemporary movies. “Could such legendary goddesses of the screen like Greta Garbo or Marlene Dietrich have maintained their hold on the collective imagination if they had been forced to bare all?” he later asked.¹³ His unpopular but persuasive position is not far from that of literary critic George Steiner, who wrote that “sexual relations are, or should be, one of the citadels of privacy,” but “the new pornographers subvert this last, vital privacy; they do our imagining for us.”¹⁴ Years later, when a tragedy in his personal life led Bogdanovich to testify in support of an antipornography ordinance in Los Angeles, he expressed regret over what relatively little skin was shown in The Last Picture Show: “Believe me, if I had that scene to do over again, we’d just as soon not do it naked, because it wasn’t really necessary.”¹⁵

      Who could reach Sonny, Duane, and Jacy? Certainly not their hapless English teacher (John Hillerman), who in a slightly pitiful scene recites a poem by John Keats. The camera pans across the classroom, but the power of the language fails to distract Jacy from looking at her compact or Sonny from looking out the window:

      When old age shall this generation waste

      Thou shalt remain, in midst of other woe

      Than ours, a friend to man, to whom thou say’st

      “Beauty is truth, truth beauty”—that is all

      Ye know on earth, and all ye need to know.

      No, the only one who can save them is Sam the Lion, who owns the Royal Theater and several other concerns in Anarene but whose primary function is as “the film’s teacher, law-giver, fount of values,” as the author Peter Biskind puts it in Easy Riders, Raging Bulls.¹⁶ At one point, Sonny, Duane, and others solicit the services of an obese prostitute for Billy (Sam Bottoms), a dull-witted boy. When Sam learns that Billy was roughed up during this encounter, he scolds the group: “You boys can get on outa here. I don’t want to have no more to do with you. Scaring a poor, unfortunate creature like Billy just so you could have a few laughs. I’ve been around that trashy behavior all of my life. I’m getting tired of puttin’ up with it.” Sonny feebly speaks up with an excuse, but Sam—in the scene’s first close-up—cuts him off: “You didn’t even have the decency to wash his face.” Sonny gulps, and Sam turns away.

      For critic Clive James, this was just about Peter Bogdanovich’s best moment: “The great scene in his first great success, ‘The Last Picture Show,’ was when Ben Johnson told the normal boys off for their ‘trashy behavior’ in humiliating a half-wit.”¹⁷ Lincoln Kirstein once made the provocative remark that “ballet is about how to behave”—and cinema ought to be, too, though it seldom is. In their rare moral rectitude, Byron Orlok and Sam the Lion stand apart from the crowd.

      Fittingly, The Last Picture Show reaches its climax not with the illfated elopement of Sonny and Jacy or even with Duane leaving town to serve in Korea. The story instead turns on the death of Sam the Lion. Even at this early stage in his career, though, Bogdanovich knew that a deathbed scene out of Camille would never cut it. The shock of Sam’s death could be imparted only if it were revealed quickly—almost offhandedly.

      Having returned from a jaunt in Mexico, Sonny and Duane are looking for Sam when they accost an old-timer snoozing in a car. “Hey, where is everybody?” Sonny asks. “Why’d Sam close the café?” Then the news comes—like a bolt of lightning. “Oh, yeah—y’all been gone, ain’t ya?” the old guy says. “Been gone to Mexico. You don’t know about it. Sam died yesterday morning.” Sonny parks himself on the edge of the sidewalk as the talk moves on to the contents of Sam’s will (“Craziest thing you ever heard. He left you the pool hall, Sonny. What do you think about that?”). The camera moves in closer as Sonny looks to the theater and then to the blinking streetlight; the breathtakingly subtle editing conveys a mind driven to distraction by grief.

      Peter Bogdanovich often speaks about his preference for long takes, but when he decides he must make a cut, few directors are better at carving a scene into pieces. For example, in The Last Picture Show he hopscotches among the mourners at Sam’s funeral—one person’s reaction is shown, then another’s. We see the waitress from Sam’s café, Genevieve (Eileen Brennan), standing beside Sonny and Billy. While the three are grouped together in the same shot, each is inhabiting his or her own little world. The disparate nature of sorrow is the point of the image. Genevieve, clutching a handkerchief, cries openly; Sonny looks forlorn but keeps his emotions in check; and Billy is, as ever, uncomprehending.

      Directly across from Sonny is Ruth Popper, who strains to make eye contact with her young lover. A spate of shots and reaction shots show Ruth smiling at Sonny and Sonny declining to smile back. Overcome with anguish over the loss of Sam, Sonny can’t bring himself to be reminded of his dalliance with his middle-aged inamorata.

      Finally, we see the Farrow family: Jacy and her parents, Gene (Robert Glenn) and Lois (Ellen Burstyn). Later, we learn that Lois and Sam were lovers, and the scene ends with Lois’s point of view. From her perspective, we see Sam’s casket being lowered creakingly into the earth. Then in a tender, lingering close-up, Lois punctuates her tears with a heavy sigh and shake of the head. She walks off in a wide shot—the first in the scene—as the others slowly scatter.

      It is tempting to look at Bogdanovich’s

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