High school seniors and best friends, Sonny and Duane, live in a dying Texas town. The handsome Duane is dating a local beauty, while Sonny is having an affair with the coach's wife. As graduation nears and both boys contemplate their futures, Duane eyes the army and Sonny takes over a local business. Each struggles to figure out if he can escape this dead-end town and build a better life somewhere else.
Timothy Bottoms
as Sonny Crawford
Cybill Shepherd
as Jacy Farrow
Jeff Bridges
as Duane Jackson
Cloris Leachman
as Ruth Popper
Ellen Burstyn
as Lois Farrow
Ben Johnson
as Sam the Lion
Randy Quaid
as Lester Marlow
Clu Gulager
as Abilene
Eileen Brennan
as Genevieve
Sam Bottoms
as Billy
Sharon Ullrick
as Charlene Duggs
Bill Thurman
as Coach Popper