Last Looks at The Making of a Classic: “Picture This”

The Last Picture Show (1971) put director Peter Bogdanovich on the map. His debut film Targets, starring Boris Karloff in his final role, showed Bogdanovich’s promise, but The Last Picture Show gives the impression of an artist completely in control of himself, bursting onto the scene fully formed. Based on Larry McMurtry’s semi-autobiographical novel of the same name, and filmed in Archer City, Texas, The Last Picture Show was a critical success (garnering 8 Oscar nominations), and its vision of a bleak 1950s small town on the verge of obliteration remains haunting and effective to this day.

Unlike some of his contemporaries, Bogdanovich had a reverence for the classical studio tradition (he was already known as a film historian), and Last Picture Show is full of nods to John Ford and Howard Hawks (the “last picture show” of the title is Hawks’ Red River), not to mention the casting of Ford favorite Ben Johnson as “Sam the Lion” (Johnson won the Oscar that year for Best Supporting Actor) . The Last Picture Show made stars of its three young leads, Cybill Shepherd, Jeff Bridges, Timothy Bottoms, and catapulted the already-busy TV careers of Cloris Leachman and Ellen Burstyn into major stardom (Leachman won an Oscar for her portrayal of Ruth Popper, the lonely wife who starts an affair with the teenage Timothy Bottoms).

The Last Picture Show is also notable because of the upheavals experienced in the personal lives of the cast and crew during the shooting. Bogdanovich’s wife and longtime collaborator Polly Platt was in charge of production design, but she worked closely with her husband on every aspect of the film (she even designed costumes, and did Cybill Shepherd’s hair every day). When still in the planning stages for the film, Bogdanovich had seen Cybill Shepherd’s photo on the cover of Glamour at the grocery store and thought, based only on the mischief in her smile, that she would make a perfect Jacy Farrow.  (There is an echo in this of Howard Hawks’ wife Slim tracking down Lauren Bacall for her husband to cast in To Have and Have Not after seeing Bacall’s picture on the cover of Harper’s Bazaar.)

Shepherd was a model, and had done no acting whatsoever, but Bogdanovich had faith in her ability to bring Jacy to life. During filming, the two fell in love and began an affair. Bogdanovich eventually left Platt, and his relationship with Shepherd lasted 8 years. Bogdanovich went on to direct What’s Up, Doc (1972), Paper Moon (1973), the abysmal Daisy Miller (1974), and a couple of other films before falling off the map following the murder of his girlfriend Dorothy Stratten (who starred in his lovely nostalgic comedy They All Laughed (1981)). Years of struggle followed for Bogdanovich. Many people turned their backs on him. He only made two movies in the 80s after They All Laughed; while one of them is rather good (Mask), it was hard to believe that this was from the same director who had blazed onto the scene with such certainty and brilliance in The Last Picture Show.

In 1990, nearly 20 years after The Last Picture Show, all of the cast (except Ellen Burstyn) gathered again in Archer City to film the sequel, Texasville. Filmmaker George Hickenlooper was there to capture the process, and to interview all of the players. The result is Picture This, a fascinating and emotional hour-long documentary. Hickenlooper manages to do a lot in only an hour, evidence of his concise and yet simultaneously broad outlook on the topic.

Watch Picture This on Fandor.

He interviews the townspeople, many of whom were extras in The Last Picture Show two decades before, many of whom had mixed feelings about not only the movie business taking over their town and disrupting traffic, but about McMurtry’s depictions of them in the first place.Hickenlooper interviews them all, and the documentary becomes a collage of voices and opinions, rumors and gossip. Who was the real Jacy? Everyone in the town thinks they know. Hickenlooper tracks her down and interviews her. He interviews McMurtry’s mother, who was horrified, at first, at all of the dirty words in her son’s book. McMurtry aired the soiled laundry of his town (which, of course, is the laundry of every town, everywhere). Resentments still burned about that, decades later.

Archer City was as important a character in the film as Jacy or Sam the Lion or Ruth Popper. Arguably, the town itself is the most important character in the film, and much of Hickenlooper’s documentary acknowledges that, and focuses on the true feelings of the town’s actual inhabitants.

Bogdanovich is refreshingly open in his interviews, not only about what happened to his marriage during the filming of Last Picture Show, but about his desire to film Texasville. He wanted to “get all those people together again;” that was reason enough to do it. Perhaps he wanted to try to retrace his steps back to his illustrious beginnings as a director, to a time when everything came together for him, before he fell so far from grace. He seems chastened in his interviews with Hickenlooper, a bit worn and weary, but as charming and eloquent as ever.

Nostalgia has always been an important element in Bogdanovich’s work, and in Picture This you can see why. We all have that desire to “look back;” we all have the tendency to think “then” is better than “now”, but Bogdanovich’s honesty about that very human tendency is the wellspring of much of his art. Polly Platt is also interviewed, and she, too, is honest about what happened back then. But she was damned if she was going to let her personal problems interfere with her involvement in what she knew was going to be an important picture.

Everyone interviewed, Shepherd, Bottoms, Bridges, all come off as honest, somewhat tired, but also excited at the chance of re-creating their characters. Bottoms is open about how he fell in love with Shepherd during the filming of Last Picture Show, and how “I didn’t speak to her for the next 19 years.” There is obvious pain in that for him. There is a fascinating moment caught by Hickenlooper’s camera: Shepherd comes up behind Bottoms once during one of his interviews, and teases him, and Bottoms is visibly distracted by it, and not amused in the slightest. He still seems hurt.

“Making-of” documentaries can often be self-serving, little better than a promotional spot on Entertainment Weekly. Picture This, by focusing on the town itself, and the inhabitants’ resentment on how they had been portrayed, gives a gritty aspect to this “making-of” doc, and is a nice counterpoint to the DVD extras on The Last Picture Show, where the same territory is covered, but with more professional gloss.

Bogdanovich was always interested in utilizing as much of real-life circumstances as possible in his films (They All Laughed was created expressly for each actor, carefully crafted to bring out what everyone was going through at that moment in time), and Picture This is an eloquent glimpse into Bogdanovich’s thought process. Perfect for fans of Bogdanovich, one of America’s most talented directors, and also perfect for anyone interested in the process of making a film, Picture This is a riveting glimpse of the people who made The Last Picture Show possible.

Sheila O’Malley writes about movies, books and actors at her site The Sheila Variations

Watch Picture This on Fandor

Did you like this article?
Give it a vote for a Golden Bowtie


Keyframe is always looking for contributors.

"Writer? Video Essayist? Movie Fan Extraordinaire?

Fandor is streaming on Amazon Prime

Love to discover new films? Browse our exceptional library of hand-picked cinema on the Fandor Amazon Prime Channel.