This story originally appeared in Entertainment Weekly’s Untold Stories issue, available to buy right here. Don’t forget to subscribe for more exclusive interviews and photos, only in EW.

For more revelations from the past four decades of entertainment, visit ew.com/untoldstories

Peter Bogdanovich’s breakthrough film, The Last Picture Show, feels as tragic and aching (and racy) today as it did when it was released 46 years ago. Based on Larry McMurtry’s coming-of-age novel about the quiet, desperate lives in one small, speck-on-the-map Texas town in 1951, it’s a cinematic farewell to a more innocent time in America — a time when the local movie theater and pool hall were about to give way to a colder and more unforgiving way of life, a time when the young still had high hopes even as their elders were realizing that their own hopes had been dashed. The film, which earned eight Oscar nominations, features an ensemble of star-making performances from Jeff Bridges, Timothy Bottoms, Cybill Shepherd, Ellen Burstyn, and Cloris Leachman, all of whom shared their memories about making a timeless classic.

Peter Bogdanovich (co-writer, director): I had just made my first film, Targets. BBS, the company that did Easy Rider, said, “Bring us what you’d like to do next.” So I brought them an action thriller called The Looters that I was sort of fooling around with and they said, “No, we want something that’s more personal to you, not a genre piece.” Shift a month or two later, I was in a drugstore and saw a paperback called The Last Picture Show and I thought the title sounded like something I should make. Then I saw it was about teenagers growing up in Texas, and I put it back. About a week later, the actor Sal Mineo brought me the same paperback and said, “I always wanted to act in this, but I’m too old now to play the part. But I think you might be interested in it.” So I said to Polly — I was married to [production designer] Polly Platt at the time — “Will you read this?” She said, “It’s a very good book, but I don’t know how you’d make a picture out of it.” That interested me. The fact that it wasn’t easy to do. I read it and felt the only way to do it was to just do it — the sex and everything.

Larry McMurtry (co-writer, author of the novel): The only film I’d been involved with was Hud about 10 years earlier. But I liked my experience with Hollywood. You meet interesting people, you get to travel first class, what could be nicer? Peter and Polly and I took a long road trip scouting Texas locations and batting around ideas for the screenplay. We went to Archer City and it was obvious it would be a logical place to film it because it had all of the specifics. But they scouted all the way over into West Texas, way down into South Texas, then we came back to Archer City. It’s the only Archer City there is. It’s still there. You can go see for yourself. It looks exactly like it did. I was telling some friends the other evening, I have lived in one of the most stable places in the world. Archer City’s population is the same as when I was growing up — 1700. I’ve had the same mailbox for 70 years. It just doesn’t change.

Bogdanovich With casting, Jeff Bridges came in and read first. I don’t like to just read the actors, I like to talk to them for a while. So I talked to him and he was such a nice guy that I thought it would be interesting because the character Duane is a bit of a sh–. He’s not a likable character in the script. But I thought if Jeff played him, there’d be an interesting duality there because what he does isn’t very nice, but Jeff’s innate goodness would come out and make the character more ambiguous. He’s also a very good actor.

Jeff Bridges (Duane Jackson) The guys making the movie, BBS, had done Five Easy Pieces and Easy Rider, which were great movies. So I might have been a bit more amped up. My brother Beau is eight years older than I am, so that put him right in the period of the movie — the ’50s. My brother’s my best friend, we grew up together and had a great relationship growing up. So he was way into those times — I understood the way Duane combed his hair, the clothes he wore, the letterman jackets, that kind of thing.

Timothy Bottoms (Sonny Crawford) Peter asked what role I wanted to play. He said, “I see you as Duane.” But Jeff had that part. So I said, “I think I’d rather go for Sonny.” He’s the guy I thought I could best relate to, he listens to everybody. I was 19 and was trying to relate it to my life, how I would react to being with an older woman and seeing my best friend going off to the war…

Bogdanovich I was really going to cast John Ritter as Sonny. He did a brilliant reading. But I thought Tim had great eyes and I thought he could be good. He was the only actor who was a bit difficult to work with. It was partially insecurity, it was partially because he was young, partially a lot of things. He gave a fine performance though. With the women, there were three roles roughly the same age: Eileen Brennan’s part, Genevieve; Lois, who was Cybill’s mother; and Cloris Leachman’s part, Ruth Popper. I told Ellen Burstyn, “You could play any one of these parts.” She read for all three of them and the readings were all very good. I said, “I’ll tell you what, I’ve never done this before: You think about it and call me tomorrow and tell me which part you want to play.” And she called the next day and said she wanted to play Lois.

Ellen Burstyn (Lois Farrow) I was doing television guest shots. I had started my career on Broadway in 1957. And then I moved to California. So this was 1970. I was a working actress, but I wasn’t a well-known actress. I was sent up for the waitress part that Eileen Brennan played. He also asked me to read for Ruth, Cloris’ part. He told me that Ruth was the “Academy Award part.” And I said, “I don’t care.” And then he called me back a few days later and said, “We found Cloris Leachman, you can play Lois.” I was going through a divorce at the time and I was miserable and I didn’t want to play someone unhappy like Ruth. Around that time, I was getting cast in a lot of directors’ second movies: Bob Rafelson, Peter Bogdanovich, Martin Scorsese, Billy Friedkin. I was always in their second movie. I found that the first movie, they learn a lot. The second movie, they really express it. After that, they go through the meat grinder of Hollywood and it’s hard to maintain the same level of creativity.

Bogdanovich Cloris came in like a whirlwind, all over the place and scattered and seemed completely wrong for the part. But she gave a great reading. I thought she could look attractive and also plain. And those were the two sides you needed. I told both her and Ben Johnson that they could get Oscars. Both of them had been around the business for a long time, but neither had ever had a really good part. So, my thinking was, knowing Hollywood a little bit, if they’ve known you for years and you finally get a good part, you get an Oscar. Ben, of course, had been in all of those John Wayne pictures. I sent him the script and he said, “Nah Pete, there’s too many words. Also, it’s kind of a dirty picture and I couldn’t show it to my mother.” So I called John Ford and said, “I’ve got this great part for old Ben, but he says there’s too many words.” And Ford goes, “Oh Jesus, he always says that! Give me his number, I’ll call him for you.” About 15 minutes later, he calls me back and says, “He’ll do it.” I asked, “What did you say?” And he said, “I told him, What do you want to do, play Duke’s sidekick your whole life?” Well, then, about 10 minutes after that, Ben Johnson calls and says, “You put the old man on me!” I said, “I just want you to do it.” He said, “Sh–, Pete, I don’t know.” I told him to come and see me when he was in L.A. so we could talk about it. And he came to see me and I said — I swear I said this, it sounds like I made it up — I said, “You, in this part, could win the Oscar.” God, he got angry at me! “Why the hell would you say that!?” And he argued with me. Finally, he slammed the script shut on the coffee table and said, “Oh, all right, I’ll do the damn thing!”

Cybill Shepherd (Jacy Farrow) Peter says that he wanted me for Jacy when he saw me on the cover of Glamour.

Bogdanovich What happened was, I went to the supermarket to get some toothpicks because I was trying to stop smoking, and I noticed this model on the cover of a magazine at the check-out counter. She was wearing a shirt that had little ‘I love yous’ written on it. But the look on her face made me think I didn’t know if she would love me. It wasn’t definite. It was an ambiguous look. So I bought the magazine and told my assistant to find her. It turned out she lived in New York and had won Model of the Year in 1968. So I set up a meeting for when I would be in New York. She came up to my hotel room at the Essex House with her manager and she was very tall and broad-shouldered and was wearing blue jeans and a jean jacket. And I was sitting on the couch having just finished breakfast and there was a breakfast tray on the coffee table. And on it was a little tiny vase with a small red rose in it. And for some reason she sat on the floor in front of the coffee table and while we were talking, she started flicking the rose with her finger back and forth. And I thought, “That’s the way Jacy would treat guys!” That little gesture made me think she could do this. I had remembered that George Cukor had cast Katharine Hepburn in her first movie because he liked the way she put a cup of tea down on the floor. She did it with her whole body. Small things like that can convince you. And then there was the problem that her boyfriend didn’t want her to do any nude scenes. But I said I’m not going to not cast her because of that.

Shepherd I hadn’t had a single acting lesson so I came in like a blank slate to the part. I didn’t think I was like Jacy at all, but the reality is I was a lot like Jacy. Just in the sense of having men fall in love with me and then breaking their hearts. I did a lot of that.

Image zoom Everett Collection

Once assembled, the cast of The Last Picture Show gathered for a week of rehearsals in Los Angeles and then another week of rehearsals on location in Archer City, Texas. There, they became a tight-knit unit. In the meantime, Bogdanovich and his cinematographer Robert Surtees discussed the look of the film, which they had decided to shoot in black and white — an unconventional and uncommercial choice for a film in the early ’70s.

McMurtry How did the folks in Archer City feel about having a Hollywood production come to town? Well, they loved it. It was a little excitement in their otherwise bleak lives.

Burstyn We were in a hotel by the side of the highway with nothing around. We spent a lot of time together and became a company. Cloris had as much experience as I did and we spent a lot of time together. We were both going through divorces. So we were always talking about that and crying and carrying on in our Texas accents. In the ’70s, serious filmmakers had rehearsals. It’s unheard of now. But we had two weeks on that picture and The Exorcist and The King of Marvin Gardens and Alice Doesn’t Live Here Anymore. Bonding with those other actors and forming relationships, that’s why those movies were so wonderful. For Lois, I felt that the key to the character for me was that she was very sensual. I picked out all my clothes because they felt good. Like cashmere, so I could always have something to touch that was tactile and felt good. I just thought she was a really sensual woman. The script was good, but I don’t remember reading it and thinking, This is going to be a classic film. But when we sat around a table in Texas for the first reading…

Bridges …That’s when we all knew something was happening here. We knew we were involved in something unique.

Bogdanovich Shooting in black and white was actually Orson Welles’ recommendation. We were having breakfast at his rented house in Beverly Hills. He had read the script which, by the way, he didn’t love — he said, “It’s a dirty movie.” Anyway, I told him I wanted to get the same depth of field that he had in Citizen Kane and Touch of Evil. And he said, “You’ll never get it in color.” I said, “What do I do?” He said, “Shoot it in black and white.” I said, “I’d love to shoot it in black and white, but I don’t think they’ll let me.” “Have you asked?” “No.” “Why don’t you ask?” He knew Bert Schneider [one of the heads of BBS]. He said, “Bert will probably let you do it.” And then he said an interesting thing. He said, “Your script is an actors’ script. It’s all about the performances. You know what I say about black and white: It’s the actor’s friend. Every performance looks better in black and white! Name me a great performance in color!” My mind went blank. I also thought black and white would help us get the period of the story quicker because the ’50s was sort of a black-and-white era. So I met with Bert and laid it on him and he said okay. Years later, I asked him why he had allowed it. He said, he thought it would be a novelty because nobody was doing black and white at that period.

Bottoms My little brother, Sam, was there. God bless his heart. He came down to the set because my mom and dad were fighting like dogs and cats over a divorce and there was never any money. And she called and said, “Can you take care of Sam?” So he was with me for that reason.

Bogdanovich I was driving to the set the first day and I saw this kid sitting on the steps and I asked, “Who are you?” He looked the way I thought the character of Billy should look. And I hadn’t been happy with the guy that we cast. And he said, “I’m Sam Bottoms, Tim’s brother.” I asked if he wanted to be in the movie and he said, “Yeah, I guess so.”

Bridges Sam was such a sweet guy. Gosh. Just a great guy, great actor. The way he played that part was so right. Just right. Your heart really broke for the kid. And of course casting Tim, his real brother, what a great thing for an actor.

Bottoms Peter said he could be in the movie if he got his braces taken off. It cost an arm and a leg. You know who was supposed to play that part? I think it was Randy Quaid’s brother, Dennis. Sam just loved being in the movie. I related to him as my little brother, which is why our scenes together are so powerful. When he gets slammed by that cattle truck. It was just felt so real to me. [Sam Bottoms, who went on to star in such films as The Outlaw Josey Wales and Apocalypse Now, died in 2008 at age 53 from brain cancer.]

Image zoom Everett Collection

Long portrayed as a more innocent time, the early ’50s had never looked like this in the movies before. The Last Picture Show depicted teens consumed by the same taboos they’ve always been consumed by. With onscreen nudity an unblinking look at adultery, the film was initially threatened with an X rating. Things were just as heated off screen…

Shepherd I was concerned that if I did a nude scene it would end up in Playboy. I asked Cloris and Ellen, “If you were me, would you do a nude scene for this film?” And they said, “For this film, yes.” So I had very wise advice. They cleared the room for my scene on the diving board too. I’ll tell you, though, that’s the time to do a nude scene — when you’re 20.

Bottoms Everybody fell in love with Cybill, she was just so beautiful. She could have had anyone she wanted.

Shepherd I dated Jeff for, like, half a minute.

Bridges That’s a natural thing. Cybill, God, she was so beautiful and I was a young guy. … It didn’t seem like she was going to be my girlfriend or anything like that. But we were working together, you’re hanging out, you know, we had a good time together. I didn’t fall in love like Peter did. Cupid shot the sh– out of his heart, man. After that, he was a goner. It was kind of awkward because Polly was so great. That was very tough.

Shepherd We were getting ready to do the scene in the movie theater and right before we started, Peter said to me, “I don’t know who I want to sleep with more: You or Jacy.” That’s pretty great direction because that will put a sparkle in your eye!

Bogdanovich Cybill was a bit like Jacy. She had an affair with Jeff on the picture. Then he left town to do a week of his military service and by the time he got back she was with me, which was really not an easy situation.

Bottoms I felt for Polly because she had just had a baby so that kind of pissed me off. It was rumored that Cybill was also going off to see Elvis, but you’d have to ask her…

Shepherd No, that came later! After the movie. But yeah, I did have an affair with Elvis.

Image zoom Everett Collection

Bogdanovich’s film is loaded with indelible emotional solos by everyone in the cast — Bottoms’ disappointment, Bridges’ wounded pride, Burstyn’s world-weary hunger, Leachman’s desperation, Shepherd’s cruel toying with the opposite sex, and perhaps most famously, Ben Johnson’s monologue as Sam the Lion, a great man who’s time is fading to black.

Bridges Ben Johnson, man. He was so great. I got to drive to and from work with him, telling stories, hanging out. That big scene of his kills me every time.

Bogdanovich It’s a good scene. It was an overcast day and I decided I wanted to do the whole thing without a cut. If you’d asked me would I like the sun to come out, I would have said, yeah, right here would be good. And that’s when it came out. But toward the end of the shot, it goes behind a cloud and I remembered something that John Ford said to me: Most of the good things in pictures happen by accident. That scene was one of those happy accidents.

Burstyn I have a scene where I’m sitting in my house and my husband is asleep in front of the TV and I’m thumbing through a magazine bored and then I hear the car of the man I’m having an affair with drive up and I get excited and run to the door and it’s my daughter, Cybill. I’m disappointed then I realize, “Oh my god, she’s been with him and she’s just lost her virginity!” I said to Peter, “I have eight different beats in this one shot and no lines.” And he smiled like an imp and said, “I know.” And I said, “Well, how am I supposed to do that?” And he said, “Erase everything else from your mind, and just think the thoughts of the character and the camera will read your mind.” That was the best piece of acting training I ever got. It’s exactly what you do on film.

Bottoms I was 19 and I was a little uncomfortable doing my love scenes with Cloris. I was shy and embarrassed. But she made it very comfortable

Cloris Leachman (Ruth Popper) Well, I think pot was a big help to him, too.

Bridges What about Cloris’ last scene?! Isn’t it powerful? Peter doesn’t cut, he just hangs and hangs. God! F—!

Leachman I was mad that Peter only let me do that scene once. When it was over, I went, “No, Peter, wait, we have to do it again. The first part I didn’t do right.” He said, “Yes, you did. You’re going to win an Academy Award for it.”

Bogdanovich I said, “Cut, print, you just won the Oscar.” She said, “I can do it better.” I said, “No you can’t.” Because it was so fresh and she was shaking. I knew she couldn’t possibly do it better. She could hardly breathe.

Image zoom Everett Collection

Made in 10 weeks for $1.3 million, The Last Picture Show opened on Oct. 22, 1971. It made more than $29 million at the box office while bowling over critics and Oscar voters, who nominated it for Best Picture and also handed nods to Johnson, Leachman, Burstyn, Bridges, Bogdanovich. Leachman and Johnson, who died in 1996, won.

Shepherd The movie premiered at the New York Film Festival, and my mother insisted on coming. Afterward, she said to Peter, “Maybe you’ll do better next time.”

Bogdanovich Actually what she said was: “Better luck next time.” That pissed me off a bit. She was shocked by the nudity being somewhat provincial.

Leachman I know I didn’t cry the first time I saw it. I couldn’t do anything. I was just frozen. It was the second time when all of my emotions came out.

Bogdanovich I was shooting my next movie, What’s Up, Doc? at Warner Bros. and I got a call from the producer. He said, “Are you sitting down? This is [from the] Newsweek review: ‘The Last Picture Show is the most impressive work by a young American director since Citizen Kane.'” I said, “Holy sh–!” That was a big moment. You only get discovered once.

Bridges I was living in my bachelor pad in Malibu. Those days I was staying out late and sleeping late, and early in the morning, around five or six, the phone rings and they told me I got nominated. It was out of nowhere. It wasn’t like today when the award ought to go to the best PR person. It’s all just campaigning. But back then, it was a total surprise.

Burstyn I won the New York Film Critics award, so I was already primed for the nominations. Peter had said that the part of Ruth was the Academy Award winning part and I thought it was too. I didn’t go to the ceremony, but I was rooting for Cloris.

Leachman Ellen had already received the New York Film Critics award and Ann-Margret had gotten the Golden Globe — you never get it under those circumstances. So I didn’t expect it at all. I got a dress and it was thrilling. The only thing I was thinking when they called my name was: They got it wrong.

Shepherd Peter didn’t win. William Friedkin won for The French Connection. It was an exciting chase and all that, but…