Bogdanovich's sequel to The Last Picture Show, set in 1984, finds the small Texan town of Anarene afflicted by moral, economic and social breakdown. Duane Jackson (Bridges), now an oil mogul, faces bankruptcy, his kids are virtually delinquent, and his marriage to Karla (Potts) is on the rocks. Duane's old flame, homecoming B movie queen Jacy (Shepherd) looks set to seduce his family away from him; and the mayor, Duane's lifelong buddy Sonny (Bottoms), with whom he is organising Anarene's centennial pageant, is mentally and emotionally unstable. In other words, life is a mess. So is the film's narrative, adapted by Bogdanovich himself from Larry McMurtry's sprawling novel. The first half comes over as deliriously cynical satire, suggesting nothing less than a Paul Bartel pastiche of Dallas. Then sentimentality intrudes as Bogdanovich, determined to introduce a hymn to the healing power of friendship, loses the courage of his comic convictions. It all looks good, though, and the actors - epecially Bridges and Potts - are clearly having a ball.