This story is from Texas Monthly’s archives. We have left it as it was originally published, without updating, to maintain a clear historical record. Read more here about our archive digitization project.

In the fall of 1970 the magic of Hollywood descended on Archer City, Texas, population 1,722. Director Peter Bogdanovich, 31, arrived with the cast and crew to begin shooting Larry McMurtry’s The Last Picture Show, a bittersweet, no-holds-barred story about growing up in Texas in the fifties. Tongue firmly in cheek, McMurtry had “lovingly dedicated” the novel to his hometown, and many of its citizens had not forgotten. Ministers railed and townspeople arched their brows at the sinfulness of this “dirty” book, which McMurtry’s mother was said to have hidden in the closet. And then, adding insult to injury, they were making a moving picture to go with it. One letter to the local newspaper spoke of both the end of an era and the wayward day dawning on the horizon, where wicked larger towns like Wichita Falls loomed: “I, for one, feel that Archer City will come out of this with a sickness in it’s [sic] stomach and a certain misgiving about the support the City is lending to the further degradation and decay of the morals and attitudes we foist upon our youth in this County…”

Undeterred, Bogdanovich and company persevered, and after ten weeks of production and a year of cutting by the director, their joint effort yielded an American masterpiece. (In 1991 Bogdanovich restored seven minutes of footage cut from the original film—three scenes in all—for a laserdisc letterbox edition, but this “director’s cut” version is no longer available.) The Last Picture Show won eight Academy award nominations and garnered Oscars for Ben Johnson and Cloris Leachman (best supporting actor and actress). The film also won three British Academy awards, one Golden Globe award, seven New York Film Critics awards, and one National Society of Film Critics award. In 1998 the Library of Congress selected it for the National Film Registry.

Nineteen years after making The Last Picture Show, Bogdanovich and most of the original cast returned to Archer City to film its sequel, Texasville. This time a starstruck town embraced the celebrities and welcomed the influx of fresh money into an oil-slump-depressed economy. Several of the performers who had been young, unknown actors were now established figures: Cybill Shepherd, Jeff Bridges, Timothy Bottoms, Randy Quaid. The production had the air of a high school reunion.

McMurtry’s latest fictional visit to Archer City, Duane’s Depressed, has just been published, taking up the stories of several characters from the two earlier novels (an excerpt appears on page 81), and so it seems a fitting time to revisit the making of The Last Picture Show, in the days before the Texas Film Commission, the Third Coast, and the current lively motion picture scene in Texas.

A film is the result of a vast collaboration over time, and what happens off camera can have a crucial impact on what happens on-screen. On the set of The Last Picture Show, the private lives of the actors intersected with those of the characters they depicted; passions swirled around the picture with the same force as the winds that blew through the empty streets of the little Texas town. How the movie was made is a story best told by the participants: Peter Bogdanovich (director), Cybill Shepherd (Jacy Farrow), Timothy Bottoms (Sonny Crawford), Jeff Bridges (Duane Jackson), Cloris Leachman (Ruth Popper), Eileen Brennan (Genevieve), Sam Bottoms (Billy), Polly Platt (production designer), and Gary Chason (assistant to the director).

Peter Bogdanovich. “The minute we drove into town, the minute I could see that stoplight blinking . . . I said, ‘This is it.’ And Larry . . . said, ‘Well, it oughta be. It’s the town I wrote about.’ ” Photograph by Robert Clark
Eileen Brennan. “Shooting in the town did a lot of the work for the actors because the town is extremely bleak. . . . To me it is a delicious, delicious memory. Camaraderie and all of that . . .” Photograph by Robert Clark
Left: Peter Bogdanovich. “The minute we drove into town, the minute I could see that stoplight blinking . . . I said, ‘This is it.’ And Larry . . . said, ‘Well, it oughta be. It’s the town I wrote about.’ ” Photograph by Robert Clark
Top: Eileen Brennan. “Shooting in the town did a lot of the work for the actors because the town is extremely bleak. . . . To me it is a delicious, delicious memory. Camaraderie and all of that . . .” Photograph by Robert Clark

The Place

Bogdanovich: Well, the truth is that Archer City sort of picked us. We went down to look at locations, and Larry had volunteered to take us around Texas—he loves to drive around—so he drove me and the production designer, Polly Platt [Bogdanovich’s wife at the time], around. He met us at the Dallas airport, and he said, “Where you wanna go? You wanna go north or south? You wanna go to Archer City?” And I said, “Well, let’s go there last. Let’s see everything else that there is,” thinking that probably Archer City wouldn’t even be right. I thought, “That’d be his hometown. Why would that be right?” So we spent a couple of days driving around Texas, more than a couple of days, and we said, “Let’s fly back to Dallas and drive up to Archer City.” And the minute we drove into town, the minute I could see that stoplight blinking at me, and it was kinda getting a little late as we drove in, I said, “This is it.” And Larry of course said, “Well, it oughta be. It’s the town I wrote about.”

Platt: I was asleep in the back seat listening to Larry and Peter in the front talking about the movie, and I would sort of go to sleep and wake up and listen to their murmuring voices. It was very, very special. And we got into the town—it was a stormy, rainy, sleety March—and the town was as gray and ugly as you’ve ever seen. There were tumbleweeds blowing through the town; it was closed down. And we saw that it had the tank dam, it had the lake, it had the high school, it had the square—and even though the main square needed a lot of work, we decided to do it. We decided to do it there.

Bridges: It’s funny. When you’re making a movie like that, the place you’re shooting almost seems like a set. That whole town, we used that whole town as a big set, basically. It was wonderful coming back for Texasville, because the town hadn’t changed really that much at all. I think the only difference was this black glass bank that was stuck in the middle of all this other stuff.

Brennan: Shooting in the town did a lot of the work for the actors because the town is extremely bleak.

Bogdanovich: They were not happy that we were there. They did not like the book; the town was hostile to the book, which by the way had not been a successful book. I don’t believe it sold more than about six thousand copies in hardcover. So the success of the picture and Larry’s subsequent success made Archer City like us a lot better when we went back for Texasville.

Platt: I remember we went into the McMurtry house, and Jeff McMurtry, Larry’s father, instead of saying hello to Larry—Larry said, “This is Polly and Peter,” and Hazel [his mother] was all friendly and everything, and she gave us a pecan pie—Jeff McMurtry just came right over to me and was looking at Larry, and instead of saying “How do you do?” or “Nice to meet you” or the usual Texas thing, he said, “You know what?”—he was looking at Larry—“You pour kerosene on him, and I’ll light the match.”

Leachman: This is a very hard-bitten place; you felt the lives, living there. It’s so painful. I mean it’s so, what do they call it? Quiet desperation. Everybody knows everybody. I don’t know if you can really share when you have to protect your pride. I think that’s why it can be awfully lonely if you feel you can’t share, like my character. Ruth had nobody to share with, nor did she even think she had the right to feel she was suffering at all; that was her lot in life.

Chason: Since The Last Picture Show and McMurtry’s work are so rooted in the land, so site-specific, I felt that it was very important, as did Peter Bogdanovich, that the regional accents be accurate. Peter loved to talk to Orson Welles on the phone as often as possible, and Orson advised him to get a dialect coach. I had strong reservations about anybody from Los Angeles coming to Texas and creating an authentic Texas accent. My fear was that for one thing it would be too broad and secondly that it would be Southern and not Texan. Most of the Californians or New Yorkers that I’ve met could not distinguish between a Texas regional accent and a Southern one. The only one who struggled was Timothy Bottoms. And he was the only one that I think f—ed it up. Early in the movie, when he’s making out with Charlene Duggs in the pickup truck, he’s supposed to say, “Let’s do somethin’ different.” And he refused to do that after many, many coaching sessions to tell him to say “somethin’ ”; he had to say “somethang.” “Let’s do somethang different.” And it’s in the movie, “somethang.” It was one of those days I couldn’t be on the set, and it snuck by me. And Peter didn’t know the difference.

Bridges: When we were in Archer City there, shooting, somebody would nudge me and say, “Look, there’s the real Duane.” A lot of these characters were still walking around. All of us, the young guys especially, were fortunate to link up with a young fellow named Loyd Catlett. He was a young kid living in Wichita Falls at the time, and he was hired to play a part and to also coach us in dialect and just for us to observe and see what growing up in Texas was like. He was a wonderful help and a great friend to us all.

Platt: The hardest thing about making the movie was the climate, because we needed to shoot summer sequences and we got there in September. We started shooting in October, and we were desperate to get finished before Christmas. And we had to do the summer sequences in the coldest, freezingest—and only people in Texas know what I’m talking about, that wind coming down, right across the plains, flat, flat, flat. So the climate was hostile, and we had to have the kids in the movie—I was just a kid myself—but we had to have the kids in this little scanty clothing.

Leachman: When we were shooting in the main part of town, there was [a restaurant], I think it was called the Golden Rooster; we would always go in there, and while we’d be waiting, Ellen [Burstyn] and me, a woman we met at the restaurant would sit with us. And one day she was just beside herself. She finally burst into tears and said that she was married and everything, and we knew she was married anyway, and she was crying so uncontrollably. And we were consoling her and feeling very sorry, and she said, “No, not my husband; my lover.” I mean, we were in the middle of Last Picture Show without even realizing it.

Cybill Shepherd. “Now, the first time I ever acted on-screen, I had to let [Timothy Bottoms] feel me up. . . . And of course we rehearsed quite a bit. . . . It was a very sexy thing . . . it was wild!”Photograph by Mary Ellen Mark; Styling by Chris Kristoff; Prop Styling by Peter Gargagliano

The Cast

Chason: [Peter] pretty much had Cybill in mind going in. He didn’t really want to see anybody in Texas for the role of Jacy. However, I got him to agree to look at one actress in the state of Texas for that role, a girl from Dallas by the name of Patsy Calmes. I know the name Patsy Calmes doesn’t ring any bells because Patsy moved to New York City and changed her name and got a job in soaps and is still working to this day. Now she lives in L.A., and the name that she changed her name to is “Morgan Fairchild.”

Bogdanovich: Cybill was the only person I ever considered for the part. I saw her on the cover of Glamour magazine. I had never bought Glamour or even noticed it, but for some reason her expression on this one particular cover caught my attention in the supermarket, and I bought the thing and asked my assistant to find out who the girl was. And I went to New York and I thought she’d be perfect. She had a kind of offhand, destructive quality. I remember she came in to see me with her agent or her manager—I was at the Essex House, on Central Park South—and she came in wearing a Levi’s jacket and Levi’s jeans, a big girl. I had just had breakfast, and I was sitting on the couch with the coffee table in front of me and the remains of my breakfast—you know, sometimes they put a flower in a little vase, a little rose? So she sat on the floor on the other side of the coffee table, and we’re talking, and she kind of offhandedly was fiddling with that little flower. And the way she did it, I thought, “Well, that’s kind of the way she plays with guys, just kind of offhandedly.” And that little gesture made me feel that she could do this part.

Platt:  When I saw [Cybill’s] picture—Peter leaves me out of this story—but I saw it and said to Peter, “Doesn’t she look like Jacy?” We were shopping in the supermarket; he would never be in a supermarket without me. Well, it was interesting, because I had very high standards, and she was perfect. She had this sexual chip on her shoulder, certified, and I’ve never seen anybody who was more—she was gifted, a very gifted girl.

Bogdanovich:  Polly had nothing at all to do with the casting of the movie. And of course I was in the supermarket alone. At that time in my life I chewed toothpicks, and I remember going to the supermarket on the way to the office to pick some up. Polly was already at the office, so she couldn’t have been with me.

Shepherd:  About the magazine cover and everything? I don’t know who found it. What I always knew to be the case was Peter saw it in the grocery store and said, “Find this girl. That’s Jacy.” But now I’ve also heard that Polly says she found it. But, you know, who cares? It’s like who designed Chartres.

S. Bottoms:  I’ve always thought of Texas as my home away from home because I was, of course, discovered there, as an actor, and I’ve done some other work there. I never had a chicken-fried steak till I went to Texas. I never had a pecan pie till I went to Texas. I ate my first peanut pattie in Texas. A lot of firsts for me in Texas.

Bogdanovich:  First day of shooting, as we were driving through town I saw this kid sitting on the steps; he was just sitting there, with his knees up, just sitting and watching. And I said, “Wait, stop the car, lemme get out a minute.” And I went over and I said, “Who are you?” He said, “Well, I’m Sam Bottoms. I’m Tim’s brother.” I said, “Can you act?” He said, “Well, I don’t know.” I said, “You wanna be in the picture?” And he said, “Sure.” He had braces all over his teeth, and I said, “Can you take your braces off?” And he said, “I don’t know. I’ll have to call my mom.” And I said, “Well, go ahead, and if they let you do it, you can be in the picture.” And that’s how he got in the picture. He just looked right.

S. Bottoms: I didn’t read the script. I didn’t read the book. I didn’t know what the story was about. I’d just come to work when they’d tell me to and I’d just stand where they’d tell me to. . . . Larry was real nice. He came out to the set. He paid me a nice compliment. He said, “I always kind of imagined Billy looked something like you.”

Bogdanovich:  Not only was John Ritter in the running [for the part of Sonny], he was the runner-up. His father came in to see me, with John—that’s how I met Tex Ritter. I had met John, I liked him, and he read, I think, three or four times for the picture. Tex wanted to play Sam the Lion; he was sort of the runner-up for that. And he would have been good. I thought Ben was wonderful, though. Ben turned the picture down four times. I finally got John Ford to call him. Ford told him, “What are you gonna do, be Duke’s sidekick the rest of your life?” Of course, Ben called me after that, and he said, “You put the old man on me.” I said, “Ben, I really want you to do this.” “Oh, Pete, I don’t know,” he said. “There’s too many words in this picture. There’s too many words.” I told that to Ford, and he said, “Yeah, he always says there’s too many words. He said there was too many words in She Wore a Yellow Ribbon. He just likes to ride.” Finally, in the last meeting with him, I said, “Ben, you don’t understand. If you do this picture, you’re gonna get an Academy award; you’re gonna get a nomination at least.” When I said it to him, he got angry. He said, “Why do you say that?” And I said, “Because I think so.” “Goddammit,” he said. “All right. I’ll do the goddam thing.”

Cloris Leachman. “This is a very hard-bitten place; you felt the lives, living there. It’s so painful. I mean it’s so, what do they call it? Quiet desperation. Everybody knows everybody.”Photograph by Mary Ellen Mark; Styling by Chris Kristoff; Prop Styling by Peter Gargagliano


Bogdanovich:  We were ready to shoot [the scene where Duane and Sonny are about to drive down to Mexico], and there was this line Ben’s supposed to say—after [Sonny says,] “Oh, we’re just gonna drink beer and tequila”—and he says, “Well, you catch the clap, you’ll wish you hadn’t drunk nothin’.” And he says, “You, you, you— catch the miseries, you’ll wish you hadn’t drunk nothin’.” And I said, “Cut. You catch the miseries—what the f— is that?” And he said, “I don’t wanna say that other word.” And I said, “Come on, Ben. What’s miseries?” He said, “You know, like diarrhea.” I said, “I don’t know that anybody’s gonna get that. Plus, it’s not as funny as clap.” And he said, “My mother might wanna see this picture, and I’m not gonna speak those dirty words.” He wouldn’t do it for about two takes, and I said, “Come on, say it with clap.” And he said, “All right, goddammit.” So he said it. . . .

There were a lot of things we didn’t plan. The most famous example for me was the scene by the tank dam when Ben has his big scene about the past, during which the sun came in and out about five times, really almost on cue. I mean, if somebody had asked me, “Where would you like the sun to come out and where would you like it to go back in again?”—it was absolutely extraordinary. It was the first take, which was a long piece of film. It was three or four minutes; there are some cuts in it now. And right toward the end of the scene, when the sun had done all these extraordinary things, the clouds and the sun, Tim Bottoms forgot one of his lines, and it was a long, like, twenty-five-, thirty-second pause, which effectively screwed up my notion that we wouldn’t have a cut in it. And, well, I didn’t know what to do. I mean, we got it, we printed that, and I said, “Let’s do one more, to be safe.” We did one more, and of course there was no pause but there were also no pirouettes from the sun, and anyway, there was no contest. I think Ben won the Oscar for that scene.

Chason:  It fell to my department to find a photo double for Cybill [for the nude swimming party scene], somebody that was shaped like she was, and Peter wanted the actress, the photo double, to have tits that looked as much like Cybill’s as possible. But Cybill would not allow a photograph or anything and wouldn’t let me see them, so then she tries to describe to me in words what her tits look like. And they took a tape measure and measured and everything, and I went out looking for girls to double her. And I have to say it was not that unpleasant a task. I went to the talent agencies in Dallas, and they didn’t blink an eye. They brought girls in and, you know, the girls would take off their tops and show their breasts. I wouldn’t do the tape measuring myself. We had a woman there, like a nurse. But ultimately, if you look at how that scene was shot, it would have been extremely difficult to pull it off. Peter was able to talk Cybill into actually showing her breasts in the film and stripping down entirely, although you don’t see anything below the waist.

Bogdanovich:  The nude scenes were nervous-making. All of them. I didn’t really want to shoot it that way, and the producers really wanted it that way, and I reluctantly did it. I was uncomfortable with it, but we did it. We had a lot of trouble finding an indoor swimming pool for that one scene; we just couldn’t find one anywhere in Archer City or Wichita Falls. Finally somebody found one of those little kind of health spas in Wichita Falls, and we rented that. And we needed some kids who wouldn’t mind getting stripped for the scene. And so we found some who agreed to do it, and I thought, you know, that I was going to be very delicate. All these kids, they came out buck naked; they didn’t give a shit. And I was just looking up at the sky, saying, “Oh, shit.” I was embarrassed; they weren’t. Cybill and I were the only two who really didn’t enjoy it. And those are the scenes that I’m still not that thrilled with.

Shepherd:  I just recently looked at the movie, at his long version where he put the footage back in and he cut out one shot of my breasts. It’s a funny, moving film that was very shocking and has more sex in it and more nudity than film today—you hardly see it anymore. And actually I ended up preferring, you know, like more nude scenes with me. You know, if you’d asked me—well, up until this last year, I would’ve probably said, “Oh, doing those nude scenes was so uncomfortable.” But God, I look great. I—I would leave it all in there.

Leachman: (on the scene in which her character first sleeps with Sonny): So the three of us got in the room together, this tiny little bedroom, Peter and Timothy and I, and the first thing out of anybody’s mouth was Timothy saying, “I ain’t taking off my clothes for this scene.” So starting with that, we began to figure out how to do it. Each of us would go to a separate corner and undress down to our underwear, and then we would get into bed, but we wouldn’t take off our underwear; another set of underwear was planted there. So Peter says, “Action,” and we start taking off our clothes and we get into bed and he throws out his underwear, the plant, and I take off my bra and panties and throw them out. Completely. My character did it, I didn’t. Of course we had to do it again; we couldn’t stop laughing.

T. Bottoms:  She was my mom’s age. Sort of like being intimate with your mother. Very weird. And you know that Cybill Shepherd is just outside.

Bogdanovich:  When I met Marlene Dietrich about a year and a half later—we were flying to Denver, and she was on the same plane with us, with Ryan O’Neal and me, and Ryan was bragging about me. And so he says, you know, “He directed The Last Picture Show. Didya see that?” And Marlene says, “Yes,” and Ryan says, “What’d ya think?” And she says, “I thought if one more person strips slowly I vill scream.” I must say I kind of understood what she meant, because that did make me a bit nervous; I thought there was an awful lot of sex in the picture.

Shepherd:  Well, the first scene was very tough for me because of two reasons. I couldn’t keep my eyes open ’cause it was very glary out by the lake. It was a love scene in the convertible with Tim Bottoms. Now, the first time I ever acted on-screen, I had to let this guy feel me up. He’s very attractive, Timothy Bottoms, but frankly, I mean, I was not an experienced actress. The close-up—I think probably I look as good there as I ever looked on-screen. But it was kind of wild to be making out and have this guy feeling up my breasts, and of course we rehearsed quite a bit. And I tell you, we rehearsed. It was a very sexy thing, I mean, because Jeff Bridges is very attractive and very kind and very fun and Timothy Bottoms was, you know, very attractive and Peter Bogdanovich was very attractive. It was wild! It was just like—you didn’t have to do drugs; the sexual thing of it was so, it was so exciting. I think I was aroused the whole entire shooting schedule, but don’t let my mother read this article, ’cause she says, “All you do is talk about sex.” Well, I don’t care. I think that talkin’ about sex is fun.

Bogdanovich:  (on the restored scene in which Jacy and Abilene, the oil-field foreman memorably played by Clu Gulager, have sex on the pool table): I had actually taken it out myself. Even now I’m not sure about it, but it’s in there. It’s an interesting scene, and it does help to explain Jacy’s character a bit. It shows that she had an orgasm, and all that. At the time, I just thought it was too much about sex.

Chason: (on the classroom scene in which the teacher is trying to interest the students in Keats’s poetry): [Bogdanovich] wanted Sonny to look out the window and see some dogs screwing in the school yard. Well, the propman just threw his hands up in despair and refused even to try, said it couldn’t be done, forget it. And that’s what led Bogdanovich to say, “Well, I’ll bet Gary Chason can do it.” So I went to one of these old rancher guys and laid out my problem, and you know, it didn’t take me any time, I was amazed. This ol’ boy said, “Yeah, I got a bitch who’s gonna be in heat next Saturday”—totally mysterious to me. But he knew. I mean, that’s a man who really knew his dog. I said, “Okay, good. Do you have a male that she will mate with?” “Oh, yeah, a buddy of mine’s got one.” Those dogs cost me $25 a day; I mean, they were expensive. But then of course we weren’t asking any of the other extras to do anything near like what we were asking the dogs to do.

Bogdanovich:  When they voted at the school council on whether or not they’d let us shoot in there, we only got permission by one vote; it was that close. And they weren’t happy with us at all when we shot that scene with the two dogs on the lawn of the school—we almost got thrown out of town for that one. Well, you can imagine what they thought—it’s hard to imagine—but the camera was actually on the inside for that shot. You couldn’t see the camera, you couldn’t see anything except two huge lights outside lighting up these two dogs that are going at it. Just a few seconds; you don’t actually see them do anything. You just see them sniffing around and the audience gets the idea; it gets a big laugh. But people driving by were horrified.

Chason:  The propman had a long-standing relationship with Pabst Brewery, so the beer that the actors were going to drink in the movie was going to be Pabst Blue Ribbon. I said no way, and the propman was so pissed at me. I said, man, nobody in 1951 drank Pabst Blue Ribbon; it was unheard of here. It’s gotta be Pearl and Lone Star; it can’t be anything else. And so we’re calling Pearl and Lone Star and getting labels and shit like that. You’ll notice, though, we didn’t have ’em in time for the big fight with Sonny and Duane over Jacy, when Duane hits him with the beer bottle. Jeff Bridges covered up the label because we didn’t have the proper period labels yet.

Bogdanovich:  One of those happy little accidents was Coca-Cola. There were several lines in the picture, “You wanna Coke?” And Columbia sent the script to the Coca-Cola Company—this was before Coke bought Columbia—and Coca-Cola said they didn’t want to give us any product because they thought it was a dirty movie. That irritated me so much that I decided to remove not only any references to Coke but any casual shot in the background where you might see a Coke machine. And when I was down there researching, you know, getting ready, I noticed that a lot of people drank Dr Pepper. So I tried it—this was a regional drink; at the time, Dr Pepper was not known in the north—and I said, well, I’ll just use Dr Pepper, and we changed the line to Dr Pepper; I thought it had more of an unusual sound anyway.

Chason:  The town’s name in the book is Thalia, but there was this town that had disappeared, called Anarene, and Peter thought that that sounded good, and so he wanted to name it Anarene. And we needed a school song because there’s a time when they’re driving in a car, in Jacy’s convertible, and they sing it from beginning to end, at least in the director’s cut. We needed lyrics, and so I ended up writing the lyrics to the school song.

Bogdanovich:  There’s one very nice scene that Larry always regretted wasn’t in the original, which is early on in the picture when the three principal kids—Cybill, Tim, and Jeff—they get out of school and they jump into her car, and they’re going to the place where they have the french fries. And before they get there, there’s a scene where they’re riding and Jeff imitates the coach and kind of spits like the coach, and kind of sarcastically they start to sing the school song. And they’re sitting in the front seat, all of them singing the school song. I always regretted that we cut that. So that was one of the things we put back.

Chason:  At the big graduation ceremony, for the state song they were gonna have “The Eyes of Texas.” No, no, no, folks, “The Eyes of Texas” is the University of Texas song. The state song is called “Texas, Our Texas.” I told Bogdanovich, and once he found out, he wanted authenticity, he wanted it to be real, so “Texas, Our Texas” is in the movie.

Bogdanovich:  In the book, you know, [the last picture show] was quite different. In the book it was a rather poor Audie Murphy movie, and I thought that the picture show ought to go out with a little bit more of a bang. You know, being a bit more romantic about the movies than Larry, who hates movies. He does. So I wanted to have a movie that had an adventure to it, some kind of movement, a trek of some kind. And there were really only two movies that I like—that fell within the range of directors that I like—and one was Red River and the other was John Ford’s Wagonmaster. But because Red River is a Texas story—it starts in Texas and then they go north—and it was John Wayne, I thought it was more theatrical and more appropriate to the story, a bigger contrast between the adventurous past and the mundane present.


Bogdanovich:  Life did intrude; my father passed away while we were shooting. Suddenly, of a stroke. And my marriage ended. And it couldn’t have been more traumatic on a personal level. And yet, that’s what movies are like. You just kind of keep going. So the present definitely intruded personally on our lives during the making of the film, but it was an obsessive—movies are an obsessive thing.

Shepherd:  We were in Olney, Texas, and we were sitting in the theater—you know, ’cause the picture show in Archer City had burned down, we used the interior of Olney and the exterior we used in Archer City. So Peter and I are sitting in that theater, and we’re talking and stuff, and I guess he knew that I was kinda having an affair with Jeff Bridges. And he said something—“Well, I guess you’re lonely tonight”—and I said, “Oh, I’m lonely every night.” And he said to me, “I can’t decide who I’d rather sleep with, you or Jacy.” I was very attracted to Peter. I knew he was a married man; I think I didn’t have much of a conscience. I would try not to be involved with married men; I didn’t think it was a great idea. It was very uncomfortable for all of us. But you know, looking back on it, would I do it differently? That’s another question.

Platt:  I was jealous, of course, wildly. I did Cybill’s hair every day. I cut her hair, you know. I was tempted, but Cybill was irresistible. I thought about it—I thought if I was a man and a beautiful girl like that was making a pass at me, I don’t know what I would do. I could see why Peter was so head over heels in love with her.

Brennan:  I knew nothing of that. I had no idea it was going on. When we got home, I called Peter and said, “I want you and Polly to come to dinner.” And he said, “Well, she won’t be coming with me; better ask Polly separately.” That’s how I found out.

T. Bottoms:  After work nobody really wanted to see anybody. Except Peter. He wanted to see what’s-her-name. I think we all wanted to see her. Naked. I never saw her naked. I think Peter may have.

Bridges:  The scenes with Cybill were very exciting to me; you use what’s going on in your life. I was probably a little older than Duane was supposed to be, but all that—that young kind of feeling of sexual oats and all that stuff. Sure could call on that.

S. Bottoms:  I was a youngster, so everybody kind of looked after me. I didn’t get involved in a whole lot of the other stuff that was going on. I would actually have liked to. I didn’t have a girlfriend then, but I was interested in what was going on after hours. It was pretty frustrating to a fifteen-year-old.

T. Bottoms:  I really enjoyed Peter and Polly in the beginning, before we started shooting. But I know when Peter left Polly—she had just had a baby, I mean, a brand-new baby—and I don’t know, I watched this beautiful marriage just destroyed. I watched it come apart, and it broke my heart, because at home my mom and dad were coming apart, so it was very personal, it just really hurt me, and I think that got reflected in my acting. Things just don’t last—that’s probably the worst feeling, a hopeless feeling, kind of like Sonny Crawford: hopeless despair.

S. Bottoms:  It was painful to see all of this other stuff going on with all of these other people, in their lives. For me it was sort of a validation that everybody else’s lives were pretty screwed up too and I wasn’t the only one coming from a screwed-up background.

Bridges:  We kind of had our own small town going; you know, you get very tight making a movie. It was almost like little incarnations, little lifetimes, and so there was like a bit of our own soap opera going there, and that was kind of like the life going on in the story.

Jeff Bridges. “When we were in Archer City there, shooting, somebody would nudge me and say, ‘Look, there’s the real Duane.’ A lot of these characters were still walking around.” Photograph by Mary Ellen Mark; Styling by Chris Kristoff; Prop Styling by Peter Gargagliano
Polly Platt. “I was jealous, of course, wildly. I did Cybill’s hair every day. I cut her hair, you know. I was tempted, but . . . I could see why Peter was so head over heels in love with her.” Photograph by Mary Ellen Mark; Styling by Chris Kristoff; Prop Styling by Peter Gargagliano
Left: Jeff Bridges. “When we were in Archer City there, shooting, somebody would nudge me and say, ‘Look, there’s the real Duane.’ A lot of these characters were still walking around.” Photograph by Mary Ellen Mark; Styling by Chris Kristoff; Prop Styling by Peter Gargagliano
Top: Polly Platt. “I was jealous, of course, wildly. I did Cybill’s hair every day. I cut her hair, you know. I was tempted, but . . . I could see why Peter was so head over heels in love with her.” Photograph by Mary Ellen Mark; Styling by Chris Kristoff; Prop Styling by Peter Gargagliano

The Movie

Bogdanovich:  The reason I wanted to shoot it in black and white is because I thought we would get a sense of the period better and more quickly. Period pictures in color are always troublesome, particularly if they’re color at a time when there were movies. It’s different if you’re doing Gone With the Wind, ’cause there were no movies in that period. But when you’re doing movies in a period that was essentially a black-and-white period, they’re more realistic. Everything does seem more realistic in black and white, strange enough, even though it’s an abstraction; it’s one of those peculiarities. Also, I thought that the performances would resonate better. Orson Welles and I were talking about that, and I was telling him that I was trying to get something of what he did in terms of the depth of field in Citizen Kane or [The Magnificent] Ambersons or Touch of Evil and so on, and he said, “You’ll never get it in color.” And I said, “Well, what am I gonna do?” He said, “Shoot it in black and white.” I said, “I don’t think they’ll let me.” And he said, “Well, why don’t you ask ’em?”

Leachman:  I remember feeling that this picture, The Last Picture Show, it was as if—you’ve seen those books where you open the pages and the pages pop up and form things. That’s what this seemed like; it just seemed like it just put itself up on the screen.

Platt:  I think there are two huge, important things about that film. One is what we call the “environment,” the atmosphere of the picture. The other was the fabulous nature of the material—great script, great land.

Bogdanovich:  We had a hard time figuring out who was going to play Sam the Lion; we couldn’t decide, and at one point people thought, well, what about Jimmy Stewart? We sort of thought about it, but I said, no, we really can’t go all the way down there to the little town and end up with a movie star. And then Orson made a suggestion. He said, “How ’bout going down to Nashville; maybe you’ll find some older, aging country singer that just might be perfect.” So I did go to Nashville for that express reason, and while I was in Nashville I used the time to kind of do some research about country music of that period and found, to my amazement, that songs that I knew, like “Cold, Cold Heart,” which I’d known as Tony Bennett’s song, turned out to be originally a Hank Williams song. And I did a lot of research about the country hits during that period. The book is rather general about what years, it’s very general in terms of the fifties. But I decided to be very specific, so the picture, as far as I was concerned, began in October 1951 and ended in October 1952, so I was very careful with that. A hit song in October 1951 on all the charts was Hank Williams’ “Cold, Cold Heart.” At the same time, Tony Bennett’s version was popular in the north. So I decided to use mainly country music for the picture and the pop stuff more for Jacy, figuring that she was snobbish and didn’t really like country music because it was too square as far as she was concerned.

Shepherd:  One of my happiest memories was, oddly enough, getting up before light and riding out to work—to Archer City—and seeing that light. The light is so extraordinary! And that flat landscape makes the sky enormous. And I was just so thrilled to be going out, you know, and I think the whole crew—we all rode together—that was really fun. That’s a more adventurous type of moviemaking than I’ve experienced since then.

Bridges:  It was a very exciting time. Just making movies back in those days was very different. The movie was produced by a group of guys who had this company, BBS. BBS stood for Bert, Bob, and Steve. Any company that would give their first names as the company lets you know how loose creatively the company was. They produced Easy Rider and Five Easy Pieces and The King of Marvin Gardens and The Last Picture Show and some wonderful movies.

Brennan:  To me it is a delicious, delicious memory. Camaraderie and all of that—and the time. Ten weeks. You know what they do now? Three. We would never be able to do that in three weeks. It’s budgets.

Shepherd:  When I got back to New York and I went back into modeling, I said, “I just had this incredible experience, making what I think could be a great movie.” And everybody goes, “Well, who’s in it?” And I listed the people, and nobody had ever heard of anyone in the film. I could see ’em click off—like, “Oh, yeah. Right.”

S. Bottoms:  If you ask my honest opinion, Tim’s the movie. It’s all coming from Sonny. I think Larry is Sonny. He doesn’t want to admit it. Larry’s Sonny, in an introverted, sort of twisted way. Shy.

Bogdanovich:  I think Picture Show certainly had a tremendous impact and continues to have an impact. When you do something so meticulously within the period, you’re dating it as you’re making it. You’re putting it in a time capsule. The ambience, the songs—everything is very much of that moment.

Bridges: I can recall after the first week of shooting, sitting around a table with Cloris Leachman and Ellen Burstyn and Cybill Shepherd, Eileen Brennan, and Tim was probably there, just the whole group of us, and we were having some breakfast together and we were all talking about—this is feeling very special, there’s something kind of magical about this. So I remember having those feelings early on in the shooting, and I still have them today. I think The Last Picture Show really kind of stands alone. I can’t think of any movie that it’s like or is like it; it kinda sits there by itself.

Gentle Ben

Johnson almost turned down the role that won him an Oscar. Photograph by Mary Ellen Mark; Styling by Chris Kristoff; Prop Styling by Peter Gargagliano

In 1992, four years before he died, Ben Johnson gave an interview to Ronald L. Davis, the director of Southern Methodist University’s Oral History Program on the Performing Arts. Here are excerpts from that interview:

On his role in The Last Picture Show

Well, I turned it down for, I don’t know, three or four months because of the dialogue. There was a lot of four-letter words in my part, and I don’t do that on the screen. I’m liable to do anything in front of us old boys, but I don’t talk very bad in front of women and kids. So I turned it down. So Pete [Bogdanovich], he kept after me all the time to do it. They offered me ten percent of the picture and I don’t know what all, a good salary and everything, and I didn’t take it. . . . One morning about seven o’clock the phone rang and it was John Ford, and he said, “Ben, would you do me a favor?” I said, “Yes, sir.” I didn’t even ask him what it was. He said, “I want you to do Bogdanovich’s picture.” So I called Pete up and I told him, “I’ll do the picture for a salary if you let me pick up the script and rewrite my part.” He said, “I’ll do it.” . . . And I won the American Academy award, the English Academy award, the Golden Globe award, and the New York Film Critics award, all for that one show. To me that shows that you don’t have to say dirty words to get noticed in the movies.

On his big scene at the stock tank

I’ll tell you why that was pretty easy for me: My growing up on those old ranches. I have seen those old cowboys outgrow their usefulness, get old and try to retire and move to town. Well, it never works. And in my growing up I had seen two or three of those old guys who was worn out and wanted to retire but just couldn’t. So that’s the way I created my character. . . . But what made that scene work, [was that] this storm came in and the waves on this lake kept coming up and finally they white-capped. And the eerie background in that scene, I think is what made it work as well as it did.

[Bogdanovich] got out of the car, and he came over there to me and said, “Ben, do you know your dialogue?” I said, “Yes, sir.” He said, “Do you mind running it?” . . . We ran it one time, and he told the camera guy, “Set the camera up right there.” And here’s this storm, it’s rolling in all the time, and a drop of rain once in a while, and the wind ablowing and the waves coming up. We sat down there on that log and we got it the first rattle out of the box.

On his talent

No, I’m not that good an actor. I can play the hell out of Ben Johnson, and that’s about all I need to do at this point. I don’t need to subject myself to a lot of—I see some of these new actors go bump their heads on the wall and do all those kind of things to get ready for a scene. I’m so glad I don’t have to do that. I don’t think that’s real. . . . I’m so fortunate to have people accept my characters. Everybody in town is a better actor than me, but nobody can play Ben Johnson as good as I can.

Don Graham wrote about Texas in the movies in the May 1998 issue of Texas Monthly.