In 1951 Sonny Crawford (Timothy Bottoms) and Duane Jackson (Jeff Bridges) are high-school seniors and friends in Anarene, Texas, a small declining northern Texas town. Duane is dating Jacy Farrow (Cybill Shepherd), the prettiest girl in town. Sonny breaks up with his girlfriend Charlene Duggs (Sharon Taggart).
In 1984, 33 years after the events depicted in ''The Last Picture Show'', 50-year-old Duane Jackson (Bridges) is a wealthy tycoon of a near-bankrupt oil company. His relationship with his family is not prospering, either. His wife, Karla (Annie Potts), believes that Duane is cheating on her, and his son, Dickie (William McNamara), seems to be following in his father's libidinous footsteps.