Peter Bogdonovich's great love of film, combined with Larry McMurtry's superior storytelling (he wrote the novel and both collaborated on the script), is in glorious evidence in this elegiac study of life in a small Texas town in the early Fifties. Bogdonovich pays a heartfelt tribute to the America of John Ford and Howard Hawks but the subject matter is contemporary, anguished, appropriate for the time in which it was made. Filmed by the great Robert Surtees in a flat black and white that perfectly evokes the bleakness of rural Texas life and peppered with a fine soundtrack of the popular country hits of the time, Bogdonovich creates a mise en scene understated and keenly observant of the details. It's also filled with McMurtry's trademark mix of humor and pathos. The cast (including Jeff Bridges, Timothy Bottoms, Cybill Shepherd, Ellen Burstyn and Cloris Leachman) is letter-perfect but it's Ben Johnson as Sam the Lion who gives the film its center: in an overwhelming (yet masterfully restrained) performance, Johnson unforgettably absorbs the town's despair, loneliness and regret; his short monologue about lost love is delivered with such deceptive simplicity that its power sneaks up on you unawares. One of the great performances and one of the groundbreaking films of the Seventies.