Peter Bogdanovich's introduction to this story was through actor Sal Mineo who had given him the novel to read by then little-known Texas writer Larry McMurtry. Mineo had longed to play a part in the film adaptation but felt he was by then a little too old for any of the principal roles.
Peter Bogdanovich had originally offered the role of "Sam the Lion" to James Stewart, who liked the part but had already committed to a TV series and couldn't get out of it. The role was then offered to Ben Johnson, who took it eventually won an Academy Award for it.
Cloris Leachman's last scene in the movie was printed on the first take without any previous rehearsals. She wanted to rehearse the scene but director Peter Bogdanovich thought it would ruin the scene if it was rehearsed. After she completed the take she said to him, "I can do better." He replied, "No, you can't - you just won the Oscar." Ultimately his sense of direction paid off, as Leachman won the Academy Award for her performance.
All the film's music (except for the closing credits and the live band at the Christmas party) is played in the background on radios, jukeboxes, or on a portable record player (the two Wichita Falls party scenes).
According to Cloris Leachman the cause of her dysfunctional marriage was that her husband was gay. She claims a scene between her coach husband and the team's quarterback would have revealed that implicitly, but because of budgetary reasons was never shot.
Upon selecting the town of Archer City, Texas, as a filming location, production designer Polly Platt and director Peter Bogdanovich decided that the town should have a bleak, colorless look about it. After considering several options, such as painting all the buildings gray, Platt and Bogdanovich consulted close friend Orson Welles about the viability of shooting the film in black and white. Welles simply said, "Of COURSE you'll shoot it in black and white!"
Ellen Burstyn was originally considered for the role of Genevieve, but after meeting with Bogdonavich and reading for all three of the older women characters, he asked her to play Ruth Popper. Burstyn, however, preferred the role of Lois, and Bogdonavich told her to go home, think about whatever part she wanted to play, and call him the next day. She called him the next morning, telling him she still wanted to play Lois, and he agreed.
The location was Archer City, Texas, hometown of Larry McMurtry, the author of the novel "The Last Picture Show". McMurtry and Director Peter Bogdanovich scouted several locations for the movie and Bogdonovich chose Archer City when McMurtry stopped there during the trip. The town remains much as it was during the filming. The Royal Theater was rebuilt after the filming of Texasville (1990), sequel to The Last Picture Show. The Royal no longer screens films but currently hosts The Texasville Opry, the Late Week Lazy Boy Supper Club and numerous plays and performances.
According to Peter Bogdanovich, actress Sharon Ullrick (who plays Charlene Duggs) went through a lot of trouble with her parents and her husband because of her semi nude scene with Timothy Bottoms, which ended up in a divorce.
Ben Johnson was persuaded to accept the role of Sam the Lion by his friend John Ford. The taciturn Johnson had turned the part down three times because, according to Peter Bogdanovich, the part had "too many words."
When Cybill Shepherd filmed her nude scene at the indoor swimming pool, the rest of the cast were not actually in front of her. They were filmed separately and only the cameraman, sound man and director, Peter Bogdanovich, were present at the time.
Filmed mostly on location in Archer City, Texas, the city upon which the fictional town of Anarene was based. The swimming pool scene was filmed at the Burns estate in Wichita Falls. Ironically, the inside shots of the Royal theater were filmed at the still-active theater in nearby Olney, Texas. At the time of the filming, the actual Royal theater was nothing more than a shell. Likewise, the Cloris Leachman character's house was located in Holliday, Texas. Anarene was a once a real town, just a few miles from Archer City.
The final picture shown is Red River (1948), which features John Wayne and is about a cattle drive. Shortly after this film wrapped, Peter Bogdanovich and Larry McMurtry wrote a screenplay called The Streets of Laredo, which was about three former Texas Rangers on a cattle drive. John Wayne was asked to play one of the Rangers, and James Stewart (who was considered for the role of Sam) for the other. Cybill Shepherd was also up for the female lead. When John Wayne refused to do it, McMurtry reworked it as his novel, Lonesome Dove. The sequel, 'Streets of Laredo (1995)(TV)' featured Sissy Spacek; who had been considered for Jacy; in the role written for Shepard. Randy Quaid also appeared.
Peter Bogdanovich was nearly fired after filming the fight between Dwayne and Sonny, because he had not filmed a master shot. The producer defended him, saying that the cuts he needed were already in the camera.
Sam Bottoms was a last minute replacement for another actor, whom Bogdonavich was never happy with. Sam was on set visiting his brother, Timothy Bottoms, and it was decided that he should play Sonny's brother, on the condition that he have his braces removed.