Peter Bogdanovich followed the route of the French New Wave filmmakers when he left criticism to make this 1971 feature, and like many of their films, it's an intimate psychological story laced with references to Hollywood movies. The setting is a small, stagnant Texas town of the 1950s; everybody's moving away, and even the movie theater is ready to close (the last picture show is Howard Hawks's Red River, apparently programmed by the Texas correspondent of Cahiers du Cinema). The few people who remain spend their time carrying on sordid affairs and eulogizing the vanishing west; it's all fairly calculated, though Bogdanovich knows how to cast actors and highlight character turns (both Ben Johnson and Cloris Leachman won Oscars). The handsome black-and-white photography is by Robert Surtees. With Timothy Bottoms, Jeff Bridges, Ellen Burstyn, Cybill Shepherd, Eileen Brennan, Clu Gulager, and Sam Bottoms.