You won't recognize the old crowd from The Last Picture Show: After thirty-three years, Jeff Bridges's high-school hero, Duane, has picked up a paunch, a tart-tongued wife (Annie Potts), rebellious kids and an oil fortune that has just gone bust; Cybill Shepherd's beauty queen, Jacy, shows a hard edge acquired from a film career and the death of her young son; Timothy Bottoms's dim Sonny seems to have forgotten his affair with Cloris Leachman's prim Ruth, who now works for Duane. Eileen Brennan's bawdy Genevieve and Randy Quaid's vulgar Lester also exhibit the ravages of time, greed, promiscuity and grinding boredom. They're all in Anarene, Texas, for the town's sesquicentennial.

But there's nothing to celebrate, especially not this movie. The real burned-out case is director-writer Peter Bogdanovich. The Last Picture Show made his reputation, and these aging Texans trying to rediscover their innocence obviously touch him deeply. But Bogdanovich's style has turned heavy, crude and incoherent. To be fair, author Larry McMurtry's bombastic novel Texasville was no match for his elegant Picture Show. Still, Bogdanovich makes things worse by forcing the game actors to mouth reams of unplayable dialogue and by shooting in static, interminable takes. Texasville comes off like an exceptionally slow episode of Dallas. The title of another McMurtry novel expresses the displacement and crushing disappointment you get from this film: All My Friends Are Going to Be Strangers.