A few months back, a “Film Twitter” prompt posed a simple question: “What’s the most stunning a person has ever looked in a movie?” The responses were fairly problematic as they sometimes can be (it was mostly white, English-speaking performers who were mentioned), but it lingered in my memory because the original poster responded to their own thread by saying there was a correct answer: Cybill Shepherd in The Last Picture Show. The image they included made a good case for itself; the stark black-and-white cinematography only enhances Shepherd’s angelic beauty, rendering it both timeless and distinctly modern, existing in that liminal state between classic and new Hollywood that director Peter Bogdanovich became a part of. I wasn’t aware that Bogdanovich fell in love with Shepherd when they made the film in 1971 nor that he left his first wife Polly Platt for her amidst a swirl of salacious industry gossip when I saw The Last Picture Show as a teenager. I only knew that I was as intimidated by her character Jacy as the feckless boys who circle around her are, hoping for a moment in her light.
Watching Jacy learn to wield her carnal powers was more instructive than any sex-ed class I was forced to sit through. But that’s getting a little ahead of myself. By my best guess, I was 15 years old when I first watched The Last Picture Show. That would put my viewing at roughly 2001, 30 years after it was originally released. I was early on in my “film education,” so to speak, my ability to widen my cinematic horizons at the mercy of what was available at my local library or Family Video. The Iowa town I grew up in was hardly dying, at least not like Anarene is, but I felt stymied by it all the same. Perhaps unexpectedly, then, The Last Picture Show offered me escape from the mundanity of my life. The desolate main drag might have literal tumbleweeds blowing across it, but to my guileless eyes this was a place of possibility, where a man’s imminent touch was all potential, not disappointment. Jacy was the vehicle through which I experienced those things.
Jacy; even the name has the cadence of a schoolyard taunt, the contours of someone who’s always been assured of their high place on the social ladder. When we first see Shepherd in the film, it’s in a darkened theatre and she’s turned mostly away from the camera. There’s something demure, almost shy, about the composition, which makes sense since we’re looking at her through Sonny’s eyes. A good-natured but impressionable kid, he’s hopelessly in love with her even though she’s his best buddy Duane’s girl. Jacy seems aware of his affections, if undecided what to do about them yet. As with Larry McMurtry’s source novel, Sonny is the osentisible protagonist of the story, though the film often deviates from his point of view, roaming the chintzy living rooms and dark poolhall corners and eavesdropping on the conversations and seductions that he’s not privy to. A less charitable reading of these choices is that Bogdanovich finds Sonny about as useful as Jacy does, which is to say: not very. Part of this might be the casting; Timothy Bottoms fulfills the brief of awkward nebbish almost too well. He’s less a character than a conduit. Still, I coveted the attention Sonny lavishes on Jacy. The greediness of Bogdanovich’s camera matches the outsized desires of his teenaged characters, holding its close-ups of his actor’s faces with an intensity not unlike infatuation. Later in the film, Jacy will offer herself up to both Sonny and the audience, closing her eyes, leaning slightly forward, and parting her lips. For many viewers, it was an unequivocally sexual invitation; for me, it was instructional, a forthright way of being with men that eludes me to this day.
Of course, no character in The Last Picture Show is intended as aspirational, something I only realized on subsequent viewings. The further away I got from 15, the more I saw the mirage of Jacy’s self-confidence, the fawn-picking-through-the-forest quality it had, cobbled together from her own impatience and pretty terrible advice from her mother. Her petulance wasn’t something she’d earned by being beautiful; it was a defense mechanism against a world that wasn’t living up to what she hoped for, which is a pretty sad state to be in when you’re barely 18. Critics were often unkind towards Shepherd’s performances, with one writer in the ‘70s calling her “a no-talent dame with nice boobs and a toothpaste smile and all the star quality of a dead hamster.” But, whether intentional or not, she effortlessly captures the sort of youthful entitlement that’s borne from boredom. Her defining moment, at least in my view, isn’t the infamous diving board striptease nor the desperate gambit of running away to marry Sonny in Oklahoma, but the scene where she makes her first attempt at losing her virginity to Duane. She’s gone to great lengths to make the moment perfect, though there’s an endearing naivety in her choices—from the white cotton nightgown she dons to the seedy motel that’s about as discreet as a billboard announcing their plans. But it quickly sours: she scolds him for tickling her, then grows increasingly furious when he can’t get it up. “You just pretend it was wonderful,” she sneers, knowing their friends are waiting outside for a play-by-play. She adopts a dreamy look of satisfaction just before Duane opens the door to them. For her, there’s already little difference between being happy and appearing so. None of this registered for me at the time, as, perhaps, it shouldn’t. Nobody’s innocence should be taken away by a movie, after all.
The best films are chameleonic; they can simultaneously endure as perfect objects in our memory and shift meaning every time we revisit them, not because they’ve changed but because we have. Watching The Last Picture Show at a similar age to the teen characters, I naturally assumed they were the heroes, or at least the focal point. But the older I get, the less true that seems and the more the film opens up to me, particularly in the case of the other female characters.
There’s a world weary Greek chorus quality to the diner waitress Genevieve, for example, that expands beyond the confines of the script because of the depth of Eileen Brennan’s performance. That role is chameleonic too: when I was young, she seemed like little more than a chiding impediment to Sonny and Duane’s good times. Later viewings revealed her to be instead the conscience of Anarene and, by extension, the film, speaking to us with that voice that’s scraped from the bottom of a barrel, telling us what we’re too blind to see. I think Bogdanovich is conscious of this, up to a point. As a director, he’s interested in evoking a time and place above all else. That’s not to say his performers get short shrift, but much of their dialogue is relatively simple and on the surface. It’s often what they aren’t saying that betrays what they truly mean.
Take, for another example, Jacy’s mother Lois. As played by Ellen Burstyn, she at first seems all surface: a bitter and selfish woman who takes her life’s grievances out on whomever happens to be nearby, usually her daughter. If Genevieve functions partly as a Greek chorus, then Lois is a fury. Whatever nurturing bones she may have in her body were broken long ago. That’s certainly how I saw her when I was a teenager, probably because the barefaced antagonism between Lois and Jacy was completely foreign to me. I certainly didn’t know anyone whose mother was as frank with them about sex as Lois is with Jacy, growing up as I did in a town with a sizeable Evangelical community that shut down our only Planned Parenthood by opening a Family First “clinic” right across the street. When Jacy admits that she’s thinking about sleeping with Duane, Lois advises her to go see a doctor who can “fix it up” so she won’t have to worry about getting pregnant. Jacy objects that it’s a sin and Lois snipes, “Don’t be so mealy-mouthed. I thought if you slept with him a few times you might find out that there isn’t anything magic about him.” According to an oral history originally published in Entertainment Weekly, Burstyn read for all three of the adult women parts in the film and Bogadonivch said she could take her pick. What Burstyn understands about Lois, and communicates with her every action and reaction, is just because she’s cruel doesn’t mean she isn’t right most of the time.
However, much like the best advice my mother gave me, I didn’t really appreciate this about Lois until I was in my 20s. Her introduction always comes earlier in the film than I remember, though it’s one of the more striking: as often happens in small towns, Jacy’s parents pull up unexpectedly next to her car in a drive-in parking lot. There’s some shuffling on the teenagers’ part to make things look chaste, but the stony expression on Lois’ face lets them know she’s seen enough, even with her eyes concealed by heart-shaped sunglasses. Burstyn chose her own costumes, and the tactile indulgence of Lois’ cashmere sweaters and silk scarves enhance her earthy sensuality. This is a woman who prizes making herself feel good because it’s the only goodness she’s guaranteed to get. Though often referenced in dialogue, her husband Gene is rarely seen, his existence in the film shuffled to the sidelines, much as he is in Lois and Jacy’s lives. In that same scene, Lois exchanges a silent glare with a man we’ll later learn is her sometimes lover, Abilene. As Gene backs up the car, Lois extends her middle finger at him, the nail on its end impeccably polished. Maybe I found this moment funny when I first saw it, tossed-off as it initially seems. But one of the benefits of rewatches is the knowledge of a character you begin to carry around. The things we eventually discover about Lois’ life curdle the initial defiance we might see in her gestures. She’s raging against foregone conclusions.
If Jacy exists in the space between classic and new Hollywood, then Lois is a creature stuck in the amber period before and after the dawn of second-wave feminism. The Last Picture Show is set in 1951, two decades before its release, and viewers watching at the time would be well aware of what’s coming in the intervening 20 years. The Feminine Mystique was published in 1963, and while it likely would take a little time to reach the hands of housewives in Anarene, its influence is hard to overstate. It changed not just how women thought about their lives but how they actually lived. The way I experienced my 20s (and 30s, for that matter, at least so far) would have been almost impossible for someone in Lois’, or even Jacy’s, time: single, childless, making my own money, living independently. It wouldn’t have even been up for consideration. Knowing this grants Lois a certain poignancy that I’m not sure Bogdanovich was aware of, though Burstyn likely was. If she’d been born even 10 years later, Lois might have felt able to decide to leave her husband and child, move away from Anarene on her own, and start over somewhere new. She might also have not. There’s an intransigence to her that feels ingrained, an integral part of her sense of self that increased freedoms wouldn’t necessarily override. She likes being the one in town who knows things, dispenses hard-earned wisdom, as she does in a deeply moving scene near the end of the film with Sonny. Speaking of Sam the Lion, who loved her when she was a younger and wilder thing and whose death midway through the film hangs over the rest of it, she says, “I guess if it wasn’t for Sam, I’d have missed it, whatever it is.” She can’t identify this feeling, but we know it’s the opposite of what Betty Friedan would famously call “the problem that has no name.” He saw her as she saw herself, perhaps the only person to ever do so, and that meant something, even if it didn’t last.
Which brings me to Ruth Popper, the deeply unfulfilled wife of the Anarene boy’s football coach played by Cloris Leachman. When I first saw the film, I related to her character largely through the eyes of Sonny, who enters into a tentative courtship with her that he eventually grows forgetful and then resentful of. I found my stomach churning with anticipation during their early, uncertain scenes together. I swooned at their clandestine first kiss over a garbage can in a darkened backyard. And as the film drew to a close and the camera crept slowly away from their moment together in the Popper kitchen, I hoped that the two of them would somehow find a way to make it work. I’m kind of ashamed to look back on these feelings now, much like I am when I’m home visiting my parents and find an old high school diary filled with droopy mooning over boys whose attention span was about as long as the distance between their next beer and their mouth. But in hindsight that seems of a piece with Bogdanovich’s larger aim in The Last Picture Show to remind us that nostalgia is so intoxicating because we can’t imagine the story we want without first recognizing the story we had. One wouldn’t exist without the other.
When we meet her, Ruth Popper is a woman who’s come to terms with the story she has, in a way that was a little hard for me to look at straight-on as a teenager. Depression as a medical condition wasn’t something I understood then, nor is it a word that’s ever uttered in the film in any sympathetic sense, but that’s clearly what Ruth is suffering from. She sits waiting in her bedroom for Sonny to pick her up and take her to a doctor’s appointment at her husband’s request, a vacant look in her eye like an automaton needing to be powered into its programmed choreography. It’s never explicitly stated what kind of doctor she’s seeing but there’s an air of secrecy about it—maybe it’s a psychiatrist, or an obstetrician because they’re having difficulty conceiving. Children are notably absent from the house. A lot about the Popper’s homelife can only be inferred; Leachman claimed there was an unfilmed scene in the script that made the coach’s homosexual tendencies clearer, but the film works better without it. The specter of misery is sadder and less easy to explain away when there’s no obvious cause.
Watching how Ruth blooms under the sunshine of Sonny’s affections hits different, as the kids say, in your 30s than in your youth. You begin to associate it more with past hurts than hope, and yet the power of Leachman’s performance lies in how she makes you hope all the same. It’s incredible to think now that neither she nor Bogdanovich were entirely convinced she was right for the role, though to be fair to both of them, she also wouldn’t have been anyone’s first choice for a dramatic part like this at the time. She was still mostly known for The Mary Tyler Moore Show. But this sense of uncertainty works immensely in the film’s favor, almost as though both performer and director are realizing what they have in tandem with the audience. The location of Ruth and Sonny’s first kiss isn’t especially romantic but Bogdanovich frames them with the larger-than-life grandiosity of the film titles flashing on the downtown’s only marquee, at one point even mimicking the blocking of the embrace between Elizabeth Taylor and Montgomery Clift in A Place in the Sun. Time and again during their love scenes the camera prioritizes Leachman’s face, which has the same elastic expressivity of Giulietta Masina. Even a scene that’s played somewhat with irony, like the first time Ruth and Sonny sleep together, is imbued with the tenderness she has for this boy fumbling through the steps of intimacy. Ruth disappears for long stretches of the story, especially in the second half of the film, but as a viewer you always remember her, which is crucial to making the final scene as potent as it is.
Almost all of The Last Picture Show’s last 20 minutes are anticlimax; they peter out in much the same way the ends of summer do in high school, when what you’ve hoped for the season hasn’t come to pass and the drudgery of regular life looms ahead. Sonny has been left behind in Anarene—Jacy is away at college, Duane is serving in Korea, his simple-minded friend Billy is struck down by a car while sweeping the street—though I suspect he knew all along this might happen. Like many of the tragedies in the film, it’s played in a minor key. He shows up unannounced on Ruth’s front porch for the first time in months. When she opens the door the camera dollies briefly towards her as if its heart is also contracting. Any earlier glow she had has drained away; she clutches the collar of a shabby bathrobe around her throat. But she lets him in for a cup of coffee anyway. Leachman famously did the scene that follows in one take, though she begged Bogdanovich to let her try it again. “I can do better,” she told him, but he protested: “You just won the Oscar.” And he was right. The raw vulnerability she displays here has no equal in film that I can think of. In the span of about four minutes she convincingly cycles through fear, apology, anger, regret, hope, and finally acceptance. Forget Jacy; in these moments, it’s hard to think that anyone could be more beautiful than Ruth is here, a woman discovering her capacity for forgiveness in real time. “Never you mind, honey,” she tells Sonny. When I was 15, I saw this as a comfort meant for him. At 34, recognizing echoes of things I’ve said to indifferent men in Ruth’s words, I know it’s also partly for herself.
American towns like Anarene will die; they might rebuild. Sometimes these migrations are inevitable, even necessary, and not something to be mourned. It’s as much a part of the contract of being human as the ways we often fail to be worthy of one another. Fifty years since its release and 20 years since I first saw it, The Last Picture Show remains one of the best portraits of those failures, and one of the most generous towards the myriad disappointments of growing up and growing old, especially for women. In some ways it’s disheartening how little the dynamics between people have changed. And yet, somewhere in this vast and varied country someone is mustering the courage to ask someone to care, even if it’s futile. Even if they both know it’s already too late. Just because the dust will blow back into the street doesn’t mean there’s no use in sweeping it.