I had never seen this, but became interested when it was discussed so extensively in Easy Riders, Raging Bulls. The bottom line: It’s very good. This is based on a Larry McMurtry novel [I’ve read other novels by him and they’re all worth reading] and is about coming of age in a small Texas town as the times are changing and the simple values of America up through the 50s are being replaced and found simply not to work anymore.
You can see the Godard influence immediately as we are in a black-and-white world with no soundtrack music, only music as it appears in the story, jarring cuts and a lack of attempt to make characters squeaky-clean and attractive. Bogdonavich does an excellent job of laying out the social strata of the town, with an excellent Ellen Burstyn as a woman who married for wealth, and wants the same for her daughter, played by Cybill Shepherd, who convincingly displays a cunning ruthlessness for money and status, while at the same time seeming bewildered about what path she should take. Jeff Bridges is an older roughneck about town, and Timothy Bottoms his younger buddy. Ben Johnson, best known until then as John Wayne’s sidekick, plays the beloved town elder who runs the movie house and pool hall, and Cloris Leachman plays an unhappily married woman who has an affair with the much-younger Bottoms.
I was only familiar with Leachman from goofy roles and Love Boat appearances, so I had no idea that she was a serious actress, and was blown away by her devastating performance, especially in her big confrontation at the end. Burstyn is also excellent. This is also an example of a good script and fine direction coaxing out great performances from actors that are young [Bridges and Bottoms] and maybe not the best actors [Shepherd]. But the real stars are the script and the filmmaking, which makes every element work together to deliver a very complete, and quietly devastating, portrait of a town barely eking out a continued existence.