A wealthy oilman (Jeff Bridges) finds his company going bankrupt and his family life disintegrating around him. When his old high school girlfriend (Cybill Shepherd) returns to the small Texas town after moving away to Italy, he finds himself conflicted as she toys with him. 19 years after THE LAST PICTURE SHOW, director Peter Bogdanovich revisits the characters of the first film and like PICTURE SHOW, based on a novel by Larry McMurtry. Lightning definitely doesn't strike twice in this case. The stark beauty and poignancy of the 1971 B&W film, a portrait of young people growing up in a dying town is gone and replaced by an aimlessly plotted color comedy with all the depth of a SMOKEY AND THE BANDIT movie. Probably the most disturbing aspect of the film is how Bogdanovich condescends to his characters, something he never did in the 1971 film. The film seems to be about musical beds as everybody is sleeping with everybody and it's just an ugly movie. With the exception of Annie Potts (whose character wasn't in the original film), the acting is subpar Thankfully Ellen Burstyn doesn't return to embarrass herself but Bridges, Shepherd, Timothy Bottoms, Cloris Leachman and Eileen Brennan all do exactly that. Perfectly dreadful about sums it up.