1971. Starring Timothy Bottoms, Jeff Bridges, Cybill Shepard. Directed by Peter Bogdanovich.

Anyone who has visited my other site, couderaywisconsin.com, knows that I have real affection for my hometown, and for small towns in general. The experience of growing up in such a small town — Couderay had a population of 113 when I lived there — is impossible to describe. As a kid, there was nowhere safer, surrounded by woods and backroads, but also by neighbors who kept an eye on you. But there was soul-crushing boredom for us kids, who watched TV and saw movies and knew of a bigger life out there somewhere, in a bigger town. There’s the comfort of tradition and responsibility, and there’s a stifling sense that you couldn’t swear alone in your room without someone bringing it up in church on Sunday morning. There’s a feeling of seclusion. Yet as everyone knows, there aren’t many secrets in a small town.

A couple years ago, I discovered and came to love Bobby Bare’s LP, A Bird Named Yesterday, an album about fondness for a hometown that had to change to keep up with the world. Bobby Bare was singing about this heartbreaking sense of loss in 1965 — and I was feeling it in 2007. Knowing what was and knowing that it will never be again must be what it means to get old.

Peter Bogdanovich’s The Last Picture Show is about small towns, and the change that comes to them. Even the heartache and the tragedy that occurs in the small Texas town of Anarene seem to have a glow to them because they happen as signs of life in such a neglected and blowing-away town. Timothy Bottoms plays Sonny Crawford, a resident and member of the town’s apparently terrible football team. He spends most of his time hanging out with his buddy, Duane Jackson (Jeff Bridges), and the mute Billy (Sam Bottoms, cast when he visited his brother on set). They bounce around between the Royal movie theater — retreating to the dark section to make out with their girlfriends — and the pool hall, where they are nudged back in line by owner Sam the Lion (Ben Johnson), a father figure and soul of the town.

Duane is in love with Jacy Farrow (Cybill Shepard, in her first role, very sexy and daring), whose mother (Ellen Burstyn) has advised that she get the deflowering matter over with, so she can head off to college and find someone rich. Sonny has always loved Jacy, but finds himself also attracted to his coach’s wife (Cloris Leachman, in a surprisingly strong role), a lonely, neglected woman who has just gotten some bad medical news. Duane tries to confirm a future with Jacy, while she is testing the waters with the country-club set, beginning with a skinny-dip party with Randy Quaid and friends.

Time goes by, and the small town changes. Then Sam keels over while Duane and Sonny are off on a drunken road trip to Mexico, leaving the pool hall in Sonny’s idle hands. Duane leaves to work in the oilfields, and Jacy suddenly sees Sonny as a promising suitor, especially when talk about the two begins to circulate in town. Duane comes home to visit and nearly blinds Sonny in a bitter fight. Jacy quickly ups the ante by proposing to the confounded Sonny (love the sound of Webb Pierce’s Back Street Affair playing in the background), but their elopement is brought to a sudden end by her disapproving parents.

While all this drama swirls around Sonny, his world begins to fall apart. Jacy is shipped off to college, Duane enlists and heads off to Korea, the Royal shows one last movie before shutting down (television is to blame now, even more so than football), and he has betrayed the woman who loves him and needs him. And there’s a final tragedy that awaits the dusty streets of his hometown.

There are so many great scenes and performances in this movie — Ben Johnson reminiscing about the “good old days” and rolling a cigarette, Jacy’s disappointing fling with a wildcatter (Clu Gulager), the quiet scenes with Sonny and the coach’s wife. There are some intriguing scenes, too, that may take a bit more reflection — the “preacher’s boy” being arrested for kidnapping a very young girl, and a scene at a dance, when Sonny’s father steps up to him and says hello, as if they haven’t spoken to each other for years, though they live in the same small town, if not the same small house.

I was inspired to watch this movie again because of reading about Sam Bottoms, who passed away this week at 53 from brain cancer. He was 15 when he appeared in The Last Picture Show, and went on to play the famous surfer in Apocalypse Now (the guy Robert Duvall clears the beaches for), as well as roles in The Outlaw Josey Wales, Bronco Billy, and Seabiscuit, among other films. His role as the sweet but disabled Billy — Duane and Sonny are constantly twisting his cap around — was a great start to a too-short career.

RIP Mr. Bottoms.