In 1984, 33 years after the events depicted in The Last Picture Show, 50-year-old Duane Jackson (Jeff Bridges) is a wealthy tycoon of a near bankrupt oil company. His relationship with his family isn't 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.
Ruth Popper (Cloris Leachman) works as Duane's secretary; and despondent Lester Marlow (Randy Quaid), now a businessman, seems a prime candidate for a business crisis or a heart attack or both.
Sonny Crawford's (Timothy Bottoms) increasingly erratic behavior causes Duane concern over Sonny's mental health.
Jacy Farrow (Cybill Shepherd) has traveled the world and experienced its pleasures. A painful tragedy brings her back to her hometown and once again into Duane's life.
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