“Just remember, beautiful, everything gets old if you do it often enough.”

The town of Anarene in The Last Picture Show is named after a real-life ghost town in northern Texas. The fictional town in the movie is inhabited, but judging by the opening shot, you’d be forgiven for thinking that it was abandoned long ago. We first see the main street of Anarene in the middle of a dust storm; the camera pans from the Royal theater past a stretch of nameless brick buildings. There isn’t a soul in sight at first, but there are visibly cracked windows in the shops and a tumbleweed in the street. The Texaco gas station at the end of the block is missing a letter from its sign. With the state of everything else in sight, it doesn’t feel like a recent loss; it feels like nobody cared enough to replace it for quite some time.

Director Peter Bogdanovich said that he shot Picture Show in black-and-white after Orson Welles told him that “every performance looks better in black-and-white.” It certainly is an effective choice for a movie like this, and lets us focus on characters’ faces without colorful distractions in the background of shots. But whether intentional or not, the aesthetic feels appropriate for an entirely different storytelling reason, too: the inhabitants of this town are devoid of hope, so their world is drained of color.

The first conversations that we hear in town are all about one thing: the local high school football team’s defeat the night before due to Sonny & Duane’s inability to tackle properly. Everyone from the owner of the local pool hall & Royal theater, Sam the Lion, to the group of men hanging out by the gas station confronts the two teenagers about it. Sam complains about it to a customer, “This is what I get for bettin’ on my own home town ballteam. I ought’a have better sense.” “Wouldn’t hurt to have a better home town,” he replies.

These opening moments set the tone for the rest of the picture and let us know everything that we need to know about Anarene and its people: everyone is up in everybody else’s business, something as meaningless as the performance of a high school football team is the talk of the town, no one thinks too highly of the town, and everything in sight is a little run down and bleak. Later on in the film, Sonny’s football coach’s wife, Ruth, gets unspecified news from a doctor that causes her to break down in tears. Sonny asks, “Is it something bad?” Without much feeling, she replies, “No. It’s just something… dreary.” That about sums up life in this place.

The adults in this town are all dissatisfied with their marriages and careers. Their kids run around town getting into trouble and indulging in vices because, well, what else is there to do. People use each other just to feel something other than boredom — or to stir up jealousy to get what they want from someone else. Besides the pool hall, a café, and the picture show, they have no other establishments to safely hang out at in town. Sam the Lion owns all three at the start of the film, leaving us to ruminate on just how delicate the threads holding this whole town together really are, and how easily the last shreds of hope in a quiet, hopeless town can break. When he’s gone, who will keep everyone together?

The Last Picture Show is a movie made up less of a plot and more of moments in the lives of desperate people. These moments are both emotionally charged and cold — passionate, but done for all the wrong reasons. Ruth decides to seduce a high schooler because of her husband’s inattentiveness; they spontaneously kiss behind the school one night and then he makes it a habit of visiting when he knows that her husband won’t be home. As soon as he gets a chance to be with the most attractive girl his age, though, he ghosts Ruth without so much as a goodbye. Passion fizzles out the moment a “better opportunity” comes along.

Jacy, the girl whom Sonny leaves Ruth for, in turn jumps from boy to boy in town in an effort to feel loved and desired, and to try desperately to find someone who can give her a life that is more exciting than the one she knows.

At the beginning of the film, she’s dating Duane, a jock. They make out in the back of the picture show, and he gives her a watch as a gift. “I hope you like it,” he says. “Saved up for six months to get it.” “You’re so sweet, spending all that money on me,” she replies, sliding the watch on to her wrist. “I just wish I didn’t have to leave you tonight,” she says as she looks at the watch. She wears the present to a skinny-dipping party that night that Duane isn’t invited to. As soon as she jumps into the pool, the watch dies; she shakes it up against her ear, distressed for the briefest of moments — until her attention is shifted to a new guy, who is eyeing her up from the other end of the pool. She knows that her mother doesn’t approve of Duane, so the moment that she has the opportunity to be with someone “better,” she goes for it.

On paper, these plot points make nearly everyone in The Last Picture Show sound like a villain. They’re selfish and cold. But what makes The Last Picture Show so interesting is that you don’t necessarily feel that way while watching it — at least, not in a purely judgmental way. The tone of the picture is so bleak, and the town so desperately sad, that the characters’ actions — while certainly not admirable — are understandable. They don’t treat each other well, but we know why; none of the teenagers have parents who are good role models, and the only moral pillars in town are Sam and Genevieve, a waitress at the local café. With no job prospects in town, little to do, and dissatisfaction all around them, it’s no wonder that the kids are lost.

The movie does an admirable job at generating empathy instead of judgment for its characters. Jacy is beautiful and knows it; she uses that quality to manipulate men in order to get herself a better life (and eventually leave town). But she’s also a teenager herself, and she only engages in risqué behavior after her mother pushes her to; her mother, in turn, is scared that her daughter is going to turn out as miserable as she did. “What I’ve done hasn’t worked very well — maybe we better work out something different for you,” she says to Jacy. Beyond that, though, Jacy doesn’t receive much guidance. And because she’s foolish and she’s young, she and all of the men she uses get hurt.

Ruth, by contrast, is certainly old enough to know better — but we even feel sympathy for her. She is given news that spawns a mid-life crisis, and her husband is completely absent. You’d think we’d feel judgment for Sonny, especially with how he ends things in this situation — but it’s clear he is just does his best without a strong enough support system or high enough self-confidence to make the best judgment calls.

Fights break out between friends. People are physically and emotionally hurt. But forgiveness comes easily all around. For all of the discontent that the people of Anarene experience, they don’t stay mad at each other for long, or continue conflict once it has been expressed. There is a gentleness to these people. The teenage boys allow the mute Billy to hang out with them, and expect nothing from him but his presence; it is clear that they all have affection for him even though he is an outcast. Including character moments and plot points like those with Billy add depth and compassion to what otherwise could have been a movie simply about lost, confused teens.

There is compelling drama, and some great performances, that arises out of character conflict in this film. But The Last Picture Show gets its soul from the forgiveness of those characters in conflict. Everyone realizes what everyone else’s situation is, and they don’t hold it against people for leaving them in the dust, or for any transgressions against them that are conducted while the transgressors are trying to better their own situation. Given the chance, they might do the same just to get out of this town, and there is an unspoken recognition that everyone’s burden is their own to solve for or bear. “Never you mind, honey. Never you mind.”

Duane is ultimately sent off to fight in the Korean War. His final line to Sonny is said so nonchalantly, and Sonny’s reaction is so understated, that it really says everything we need to know about the whole town’s mentality: “I’ll see you in a year or two if I don’t get shot.” As with Jacy and her broken watch — such is life. Oh well. On to the next thing.

About halfway through The Last Picture Show, Sam takes Billy and Sonny to “the tank,” a lake near town. There, he hands Sonny a cigarette and stares off into the distance, waxing poetic about a summer fling that he had with a married woman more than twenty years ago that started right there at the tank. He reminisces about the wild times that they had together as the camera slowly dollies in to a close-up on his face, holding on his expression as he fondly remembers the past, briefly blocking out the present to remember a better time. “Whatever happened to her?” Sonny asks. “Oh, she growed up,” he replies, and the camera dollies back, snapping him back to reality. All that brings these people joy are a few scattered memories, and once those people and their memories are gone, there isn’t much left to stay here for.