Peter Bogdanovich's breakthrough is a gorgeous black-and-white picture that melds classical Hollywood style with decidedly post-Production Code themes. The director proves especially attuned to actors: from the staggering beauty of Cybill Shepherd to the exquisite emotional subtlety of veterans Cloris Leachman and Ben Johnson, who both earned Academy Awards for their roles. The film focuses on two generations trapped in a desolate Texas town. When not shooting pool or watching movies, folks fill the void by listening to Hank Williams, Lefty Frizell, and Hank Snow, and by engaging in sexual escapades that leave a trail of broken hearts that find good company in all those honky-tonk tearjerkers.