THE NEXT PICTURE SHOW : Peter Bogdanovich and the cast of his 1971 classic reunite in Texas for a sequel’s sake

ARCHER CITY, Texas —  Peter Bogdanovich once knew a painter who made it a habit not to sign his works. When one of his customers insisted on his signature--years after buying a painting--the artist finally agreed. Arriving with brush and palette in hand, he immediately became so distracted by the picture itself that he began embellishing his own work. He couldn’t help himself, he explained to his startled customer, the painting was not quite . . . right.

The painter was Bogdanovich’s father. And this family trait--a refusal to leave well enough alone, an insistence on dipping into and altering the past--has infected his son, the Hollywood movie director. Mention any of his movies, and Bogdanovich will go on at length about how, if given the chance, he could touch it up, add new shadings, make it somehow perfect .

Even the film widely considered his best, “The Last Picture Show,” is not immune from this diagnosis. In a barren patch of Texas, where the oil boom has come and gone, where a relentless orange sun sets behind a few lonely oil rigs and mansions rise up off the lowlands alongside ratty homesteads, Bogdanovich is reaching back into his past to make “Texasville,” the sequel--19 years later--to “The Last Picture Show.”

But it’s more than a need to embellish an early work that brought Bogdanovich to Archer City: The director has always had a romance with history. The late Esquire editor Harold Hayes once wrote of Bogdanovich’s “reverance for the past.” As a critic and film historian, he has written extensively about the film-making of such directors as John Ford, Alfred Hitchock, Howard Hawks and Orson Welles. Many of his early films, including “Picture Show,” captured a part of America that long ago disappeared.

So it’s not surprising that Bogdanovich, now at a low point in his career, would reach back into his own, much happier past for guidance. Bogdanovich may not consider “Picture Show” a perfect work, but it was the one that propelled him into Hollywood stardom at age 31. After its release in 1971, the film was nominated for eight Academy Awards, including best picture and best director.

Bogdanovich wasn’t the only one who first tasted stardom with “Picture Show.” Cybill Shepherd was transformed overnight from magazine cover girl to Hollywood leading lady. At age 20, Jeff Bridges received an Oscar nomination for best supporting actor. Timothy Bottoms received critical acclaim in just his second movie role; Randy Quaid and Eileen Brennan got plenty of attention for strong supporting performances. Cloris Leachman won an Academy Award for best supporting actress, and Ellen Burstyn was nominated in the same category. Ben Johnson took home an Oscar for best supporting actor. “The Last Picture Show,” says Bogdanovich, “was a cataclysmic experience for all of us.”

With the exception of Johnson and Burstyn, whose characters have died, each of these actors is making the arduous journey back to Archer City to appear in “Texasville.” They are joined by Annie Potts, star of TV’s “Designing Women,” and William McNamara, who stars in the upcoming TV series “Island Sun.”

Bogdanovich has nearly as much claim to fame as his returning cast. After “Picture Show,” critics compared him to the great, if precocious, director Orson Welles. By the time the film hit the theaters, he was in demand by one of Hollywood’s biggest stars, Barbra Streisand, and the cameras were rolling on their comedy, “What’s Up Doc?” Another audience pleaser, “Paper Moon,” with Ryan O’Neal and daughter Tatum (who won an Oscar for her performance) followed.

But since then, Bogdanovich’s celebrity has grown as much from his personal life as his movie-making skills--an 8-year relationship with Shepherd that broke up his marriage to producer Polly Platt; a short-lived love affair with Playboy playmate Dorothy Stratten that ended tragically with her murder at the hands of her estranged husband; a subsequent marriage, nine years after Stratten’s death, to her 20-year-old sister, Louise.

As a film maker, the years since “Paper Moon” have been undistinguished ones for Bogdanovich. Two films starring Shepherd, “At Long Last Love” and “Daisy Miller,” were lambasted by critics and audiences alike (“two of the worst modern films imaginable,” insist the writers of the annual Motion Picture Guide). “Nickelodeon,” his 1976 tribute to the film industry’s roots, didn’t fare much better; and “Saint Jack,” his character study of an American pimp in Singapore, put Bogdanovich back on the map with critics but failed to find a broad audience. “They All Laughed,” starring Stratten, drove Bogdanovich into bankruptcy when he attempted to distribute it himself.

Only in 1985, with the release of “Mask,” did Bogdanovich recapture some of his lost popularity with audiences. But even that experience turned into a fiasco when Bogdanovich and Universal Pictures fell into a bitter public dispute. Bogdanovich sued when the studio--citing CBS Records’ demand for a large portion of the videocassette sales--balked at using several Bruce Springsteen songs in the soundtrack. Then he publicly attacked the film as “not the movie we all made,” while its star, Cher, accused Bogdanovich of “looking after his own interests and not the interests of the film.”

After the “Mask” dispute, the director’s reputation as an outsider in Hollywood, a potential troublemaker, was sealed. None of the major studios would finance the $18 million “Texasville,” forcing him to turn to independent financing from Nelson Entertainment and financial guarantees from Cine-Source. Columbia Pictures will distribute the film under an existing partnership with Nelson, and may re-release “Picture Show,” which is still not on videocassette.

Bogdanovich’s decision to make a sequel to “The Last Picture Show” is not just an exercise in nostalgia. During the 1980s, his fiancee was murdered, he fell into bankruptcy and nearly lost his Bel-Air home, and his professional reputation soured. As the 1990s approach, Bogdanovich hopes that by reaching into the past, he can propel himself into a more promising future.

“I remember in 1979, I was at an end-of-the-year party and Dorothy was there,” Bogdanovich says, his voice softening as it always does when he talks about Stratten. “We were singing a song called ‘Ringing in the ‘80s.’ And I thought, wow, this is going to be a great decade. It turned out to be the worst decade of my life. But it was probably the most illuminating. I learned more in that decade than I did in the previous three combined.”

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It’s midnight at a rodeo rink in Archer City, and the day is just beginning for Bogdanovich and his crew. The 105-degree heat and oppressive humidity has finally subsided, and a balmy breeze is kicking up. His graying hair swept back, his shirt cuffs unbuttoned in an affectation he picked up from Audrey Hepburn, Bogdanovich already looks tired. The weeks of night filming and the complexity of the production have taken a toll on everyone.

But Bogdanovich has something else on his mind this night. “It’s odd,” he says about the production, with a hint of melancholy in his voice. “It’s difficult.” That’s all he will say for now. Only later does he explain: “You’re constantly being reminded of that time, 20 years ago. Then it conjures up not just (our lives) 20 years ago, but all the 20 years in between.”

The 20 years in between didn’t turn out quite the way Bogdanovich intended when he and his first wife, Polly Platt--then in their early 20s--befriended some of Hollywood’s great directors in the course of writing about them. The ambitious young Bogdanovich was anxious to achieve the same level of prominence as these film makers. But Platt also recalls that the starry-eyed couple vowed not to be seduced by the destructive Hollywood life styles so many of their idols had led. Bogdanovich, it turned out, gained the fame he sought but was nearly destroyed by the life style.

When she first met him, Bogdanovich was “arrogant, erudite, and cat-like in his sense of his own dignity,” Platt says. Even when they were broke, living in New York, he refused to take the subway. Only a cab would do.

Despite his failures and tragedies, that description still suits Bogdanovich. But in another, important way, says Platt, Bogdanovich has changed: “At last he has started to relate to something besides movies. People--real human beings versus those on celluloid--have an equal opportunity with him now.”

Platt discovered the book that would become Bogdanovich’s career-launching film, Larry McMurtry’s “The Last Picture Show.” Shooting in black and white, Bogdanovich created a sad, often bleak, look at adolescent life in a tiny Texas town during the 1950s. In its sequel, “Texasville,” the central characters are now in their late 40s (forcing Bridges, Bottoms, Shepherd and Potts to play people 10 years older than they are.)

The parallels between Bogdanovich’s own life and “Texasville” are striking. Bridges’ character, like the 50-year-old Bogdanovich, has been through a bankruptcy. Shepherd’s character has lost a loved one in a tragic accident. Set in 1984, the characters of “Texasville” are grappling with an oil boom gone bust, misguided love affairs and the traumas of raising nearly grown children.

In contrast to “Picture Show,” says Bogdanovich, the lives of the “Texasville” characters are “more chaotic, less structured, more fragmented, more insane, more desperate. There’s something intrinsically tragic about coming-of-age. But there’s something inherently funny about a mid-life crisis. It can be sad, but not tragic. I think ‘Texasville’ will be lighter on the surface, but down below even sadder.”

Archer City itself hasn’t changed much, though its residents have. There’s a new glassy bank building--a remnant of the oil boom--right around the corner from the town’s crumbling movie theater, made famous in “Picture Show.” McMurtry’s sister, Sue Deen, has opened an antiquarian bookstore and the locals have adopted a new Dairy Queen up the highway as their hang-out. But an earlier hub, The Golden Rooster Cafe, is boarded up. So are several other storefronts, with no sign that anything will replace them.

The region’s dire economic condition is one reason why local residents are more hospitable this time around. In 1970, residents decried McMurtry’s book and Bogdanovich’s production, principally because of the sex scenes but also because the story hit so close to home. A Baptist minister stood outside the set and railed against the film makers for their sinful ways. The county was dry then, and the only way cast and crew members could get a drink was through a licensed “club” at the Days Inn in Wichita Falls.

“It’s a lot different this time,” says Deen, whose family suffered ridicule in those days because of her brother’s book. “It’s the late 1980s, almost the ‘90s. The area needs money. Also, a lot more people are intrigued this time with the fame that comes with it. Suddenly I have a lot of friends and a lot of relatives I didn’t know I had.” All are hoping Deen can get them parts as extras or sneak them onto the set.

For the cast, too, the experience is different. The salaries on the first film, which was produced for $1.3 million, were in the $5,000 to $50,000 range. Now commanding star-level pay after her success on TV’s “Moonlighting,” Shepherd gave the producers a break when she accepted $1.5 millon to do “Texasville.” Bridges is being paid $1.75 million. In 1970, the cast and crew stayed together at a Days Inn motel in Witchita Falls. In 1989, Shepherd has rented a house in an upscale Wichita Falls neighborhood and Bridges has taken over a suite at the Sheraton--not exactly The Four Seasons, but a far cry from the Days Inn.

Despite the strong emotions that Bogdanovich and his cast may have felt on their return to Archer City, the set of “Texasville” can’t be completely described as the site of a blissful reunion between good friends. Many of the actors have not stayed close with Bogdanovich or each other. Stars now, several of them shuttle in and out of Texas between other projects.

One actor, Timothy Bottoms, is bitter about his experience with “Picture Show.” “I didn’t want to do this movie because I don’t like any of the people in it,” he says. “I didn’t like ‘The Last Picture Show.’ I didn’t like the script. I didn’t like the people I was working with. I didn’t like the way they treated each other--without compassion or care. I felt like I saw Hollywood at its worst.”

Bottoms agreed to do the part, he says, because “Texasville’s” producer, Nelson Entertainment, permitted him to make a $100,000 behind-the-scenes documentary about both films and the reaction of the local community.

The other actors and Bogdanovich insist that the making of “Picture Show” was a much happier experience than that, although Bogdanovich acknowledges that there were tensions between him and his crew at the time.

But between Bottoms’ animosity, and the distant cordiality some of the other actors seem to maintain, there is one very close relationship on the set--Bogdanovich and Shepherd. As Shepherd finishes a scene late one night Bogdanovich gently brushes her bare arm with the back of his hand, a gesture signaling their continued close friendship some 10 years after their love affair ended.

The oft-told story of how Bogdanovich discovered Shepherd is true: He spotted her face on the cover of Glamour Magazine as he was standing in a grocery store line in the Valley. “There was something witty in the look,” the director recalls. He thought she was perfect for the part of Jacy Farrow, the small-town beauty who, innocently or not, tortures the adoring young men around her. He recalls their first meeting, in New York, when the 20-year-old model sat on the floor, casually playing with the petals of a rose on the coffee table, while she and her agent talked to him about the part.

They began their love affair during the filming of “Picture Show,” even while Platt--with two small children--worked on the set. After the movie’s success, Bogdanovich slipped easily into big-time Hollywood film making. He was cocky, arrogant and determined to make the new love of his life, the vivacious young Shepherd, a star. At times, he even referred to her as “Miss Shepherd,” just as director Josef von Sternberg called the leading lady and love of his life, Marlene Dietrich, “Miss Dietrich.”

When asked to play the critic on his own career, Bogdanovich says that his “work that was uncompromised by interference was clearly the best work.” On “Nickelodeon,” he insists, Columbia Pictures forced him to make compromises on the casting and took the bitter out of a bitter-sweet story. “At Long Last Love,” he says, was rushed out before it was finished. (He later recut the musical, and it found a measure of popularity overseas.) “Saint Jack” didn’t find an audience, he argues, because producer Roger Corman distributed it as an exploitation film.

But there is another theory on the director’s career: This one holds that Bogdanovich can be his own worst enemy. Unlike other directors who work with strong producers, Bogdanovich has produced most of his films himself, and often writes the screenplays as well. His obsession with making films starring Shepherd--even in roles widely viewed as hopelessly inappropriate--was an example of the director’s potential excesses, according to this view, which is widely held in Hollywood.

“Yes, some of that (criticism) was true,” says Eileen Brennan, who had parts three films the pair made together. “But so many of (their critics) were silly asses. They didn’t do it with any dignity. They forgot the films and just criticized (Bogdanovich and Shepherd).”

Bogdanovich later wrote that the version of his life making the rounds of Hollywood in the late 1970s went something like this: “He broke up his marriage with a loyal wife and two kids; made a couple of flop pictures with Shepherd and ruined both their careers.”

Bogdanovich doesn’t completely disagree with that assessment, though he continues to defend the films they made together. “We certainly didn’t help each other’s careers after ‘The Last Picture Show,’ ” he says. “We didn’t have a hit and that’s all anybody cares about.”

“Peter didn’t rescue me, nor did he destroy me,” Shepherd says of that period in their careers. “You can’t play destroyer without playing rescuer.” Asked if she had any regrets from those years, she says, “I was always happy to have a job. The (choices) that I might regret, well, I always needed money to live on. I definitely had some regrets, but they’re too personal to talk about.”

The Shepherd-Bogdanovich relationship survived most of the public snickering, but Columbia’s refusal to let Shepherd appear in Bogdanovich’s 1976 “Nickelodeon” took a toll. “I think what really screwed us up is that we couldn’t do ‘Nickelodeon’ together,” says Bogdanovich. “The fact of the matter is that Cybill and I had written the part for Cybill. Everything about the character was Cybill, only it was a version of her that nobody had ever seen because it was the real Cybill.”

The pair broke up after living together for eight years. But they’ve remained close friends: Shepherd providing support for Bogdanovich after Stratten’s death and his bankruptcy that followed; Bogdanovich lending a friendly ear when Shepherd was going through a difficult pregnancy and catching flak in the media for her reported temper on the “Moonlighting” set.

“Whatever blindness that infatuation brought, it’s gone,” Brennan says of the current relationship between Shepherd and Bogdanovich. “He treats her like he would treat an actor, much more so than before.”

Bogdanovich fell in love with Dorothy Stratten and wanted to make her a star too. And once again the director’s personal and professional lives blurred.

He first met the luminescent blonde at the Playboy mansion. “I never saw a photograph that quite captured her,” he says adoringly. Stratten had come to Los Angeles via her home in Vancouver, where a manipulative boyfriend years her senior convinced her to let him take nude photos of her and send them to Playboy. The 18-year-old Stratten quickly became a darling of the magazine, and later became Playmate of the Year. The boyfriend, Paul Snider, followed her to Los Angeles, married her and began hanging around the Playboy Mansion.

The marriage was in shreds by the time Bogdanovich and Stratten began their romance during the making of “They All Laughed” in 1980. But on Aug. 14, just months after she had moved into the director’s home, Stratten was brutally raped and murdered by Snider after agreeing to meet him at his apartment. Snider then turned the shotgun on himself.

It was Playboy’s Hugh Hefner who relayed the horrific news to Bogdanovich. Later, in his 1984 book about Stratten, “The Killing of the Unicorn,” Bogdanovich laid much of the blame for her death on the doorsteps of the Playboy mansion, where Hefner promoted a notoriously promiscuous life style.

But didn’t Bogdanovich himself meet Stratten in Hefner’s mansion, flirting with her the same way other leering men did, the same ones he disparaged in his book? “I think if I had to do (the book) over I’d be a little harder on myself--for not knowing more, for not realizing the consequences of my own actions, for not realizing that my presence in someone’s house is an endorsement,” Bogdanovich says. “And I’d be a little less hard on Hefner.”

Then his voice drops so that it’s barely audible. “It was a tragedy that everything just went wrong. There were a lot of ways it could have been different. . . .”

After the book’s release, Hefner held a press conference to defend himself against Bogdanovich’s charges. At the news conference, Hefner and Stratten’s stepfather, Burl Eldridge, claimed that Bogdanovich “seduced” Louise B. Hoogstraten, Dorothy’s younger sister, when she was 13 years old. The pair also claimed Bogdanovich paid for cosmetic jaw surgery on the girl so that she would look more like Dorothy.

Louise responded with a $5-million lawsuit charging Hefner with slander, libel and invasion of privacy. The suit was later dropped. (This wasn’t Bogdanovich’s first run-in with Hefner. Shepherd sued Playboy after the magazine printed nude shots of her obtained from film outtakes on “Picture Show.” The settlement resulted in Shepherd and Bogdanovich obtaining the film rights to the story “Saint Jack” from Hefner.)

Early this year, Bogdanovich raised more than a few eyebrows when he married the 20-year-old Louise, whom he calls L. B. The tabloids loved the story (not only is Louise Dorothy’s sister, she’s also about the same age as Bogdanovich’s two daughters by Polly Platt). And People magazine ran a cover story in which L. B.’s mother distressingly asked: “If he is in love with one daughter, how can he be in love with the other daughter?”

“I didn’t think (the marriage) would get so much attention,” Bogdanovich says of the publicity. “Then I shrugged and thought, this comes with the territory. What’s the point of saying the media is this or that? They’re doing a job. It’s a story. You can’t accept the good part and then complain about the bad part. . . . People sometimes know about me for the wrong reasons, but it translates into interest in my films.” The negative publicity, he adds, was much harder on his new wife.

Bogdanovich cast L. B. in his 1988 film starring Rob Lowe, “Illegally Yours.” A failed attempt to recapture the kind of humor early ‘70s audiences loved in “What’s Up Doc?,” the movie went straight to video shelves without much of a theatrical release. Bogdanovich says he’d rather forget the whole experience.

His new wife also helps produce the film-history spots that Bogdanovich narrates for his weekly video feature for CBS Morning News. She was planning on assisting with the production of “Texasville” but she injured her knee and now spends most of her time in a mobile dressing room near the set.

It’s been said that Bogdanovich is attracted to young women whom he can mold. “The thing about Cybill or Dorothy or L. B. is that I feel inspired by their presence to be better than I am,” says Bogdanovich. “And I’m interested in bringing out whatever talent they might have.”

He acknowledges a strong attraction to youth. “I just think people get destroyed as they go through life, and those that aren’t (destroyed) are just more fun to be with. I like younger people because they’re open and they have more hope.

“Maybe I just don’t like to grow up.”

Bogdanovich is still recovering from the bankruptcy that his devotion to Stratten’s memory brought on. Unhappy with the original marketing on “They All Laughed,” the only film he made with her, Bogdanovich bought it from the old Time-Life Films division of Time Inc. and distributed it himself.

“I was completely foolhardy, naive,” he says now. “I’m not sorry I did it because I did it for love and dedication. But people would come to me and say ‘You’re running out of money’ and I’d just laugh. Money didn’t matter to me then. It does now because I see what happens when you don’t have any.” When he declared bankruptcy, court documents listed his debts as $6.6 million, against assets of $1.5 million.

To stay afloat now, says Bogdanovich, “I just have to keep making pictures.” McMurtry’s book “Texasville,” published in 1987, came along at the right time for Bogdanovich. “I guess what decided it for me is that it’s rare in one’s career to be given the opportunity to go back in time and recapture something that’s important in your career, and in your life. And to approach it from another angle, to find a new way of looking at the same thing.”

But deciding to make “Texasville” and pulling the production together were two different matters. The headaches involved in locating financing were just the beginning. At several points, the film nearly fell apart because of competing demands on the schedules of the principal actors.

Bogdanovich may feel at times like he’s running a shuttle service in and out of Archer City, but he finally managed to pull his cast together. Now it’s up to him to prove he can recover some of the glitter his career lost in the years following “Picture Show.”

“Everyone is jittery,” Bogdanovich says as he drives the lonely road from Archer City to Wichita Falls at the end of a day. “It’s a tough thing to do to put yourself up against something you did before that everyone liked.

“You can only be discovered once.”