High school seniors and best friends, Sonny (Timothy Bottoms) and Duane (Jeff Bridges), live in a dying Texas town. The handsome Duane is dating local beauty, Jacy (Cybill Shepherd), while Sonny is having an affair with the coach's wife, Ruth (Cloris Leachman). As graduation nears, both boys contemplate their futures. While Duane eyes the army and Sonny takes over a local business, each boy struggles to figure out if he can escape this dead-end town and build a better life somewhere else.

Bogdanovich re-edited the film in 1992 to create a "director's cut". This version restores seven minutes of footage that Bogdanovich trimmed from the 1971 release.