Sequel to: The Last Picture Show. Thalia, once a backwater Texas town, then a boom town, collapses with the oil prices. Then a former high school beauty returns from a career as a Hollywood star, and shakes the town to its roots.

Back from a trip to Egypt, Duane Moore finds he cannot readjust to life in Thalia, his West Texas hometown. Duane cannot find any solace or familiarity and cannot even bring himself to revisit the house he shared with his late wife, Karla. He spends his days aimlessly riding his bicycle and living in his cabin outside town. The only consolation is meeting the young, attractive geologist, Annie Cameron. He's also in love with his psychiatrist, Honor...