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The location was Archer City, Texas, hometown of Larry McMurtry, the author of the novel "The Last Picture Show." McMurtry and the Director Peter Bogdanovich scouted several locations for the movie and Bogdanovich 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 since 2000 has been hosting The Texasville Opry, the Late Week Lazy Boy Supper Club and numerous plays and performances.
At 9 minutes and 54 seconds, Ben Johnson's performance in this movie is the shortest ever to win an Academy Award for Best Supporting Actor.
Cybill Shepherd was cast with the option of backing out of her nude scenes if she so desired. She only agreed to do them after asking the opinions of three female costars - Cloris Leachman, Ellen Burstyn, and Eileen Brennan, who all thought she should do them.
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.
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.
This film was one of the first to use already popular recordings by original artists to score a film. Featured here are songs by Frankie Laine, Hank Williams, Jo Stafford and others.