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.

• BBS Productions
• Timothy Bottoms
• Cybill Shepherd
• Jeff Bridges
• Cloris Leachman
• Ellen Burstyn
• Ben Johnson
• Randy Quaid
• Clu Gulager