One of the most surprising things about Peter Bogdanovich's bittersweet, touching comedy sequel to The Last Picture Show (1971)—based, like its predecessor, on a Larry McMurtry novel—is that, far from being a trip down memory lane, it's largely structured around historical amnesia. The hero walks with a limp and has grown estranged from his wife, and his former girlfriend has lost her husband and son, though the reasons and circumstances behind these and other essential facts go unmentioned: they're buried somewhere in the forgotten past. The people we last saw in the small town of Anarene, Texas, are now 30 years older, and the only one mired in the past is Sonny (Timothy Bottoms), the town's mayor, a self-confessed failure and something of a lunatic. His best friend Duane (Jeff Bridges), whose point of view shapes the action—he's an adulterer who hasn't slept with his wife Karla (Annie Potts) for some time, and whose main sexual competitor is his own son (William McNamara)—has struck it rich in oil and subsequently run himself millions of dollars into debt while Karla continues to buy condos for their children. When his high school sweetheart Jacy (Cybill Shepherd) returns home after a career as a small-time movie star, old-fashioned movie conventions lead us to expect a renewed romance between her and Duane, but no such thing happens; instead, she becomes best friends with Karla, and the gossip is that they're having an affair. Although the film is built around the town's big centennial celebration, there are no big dramatic events in the usual sense; the film's focus is the complications, readjustments, and discoveries of middle age, and it's entirely to the credit of old movie buff Bogdanovich, who wrote the script, that there isn't a single film reference in sight. Nevertheless, he's learned the major lesson of Leo McCarey—that people and their tragicomic behavior matter much more than plot. I could have done without the use of “September Song” on the sound track at the end, but in many ways this is Bogdanovich's first grown-up picture for grown-ups, and his three leads—Bridges, Potts, and Shepherd—have never been finer. With Cloris Leachman and Eileen Brennan (1990).