One morning in November 1951, Sonny Crawford (Timothy Bottoms) and Duane Jackson (Jeff Bridges), co-captains of the dismal high school football team in the small dying town of Anarene, Texas shrug off insults about the team's last game of the season. Sonny relaxes with his friends, Sam the Lion (Ben Johnson), the aging but still vital cowboy who owns the small town's cafe, pool hall and movie theater, and Sam's ward, the mute, gentle, simple-minded Billy (Sam Bottoms).Sonny and Duane have breakfast at the cafe, run by salty-tongued waitress Genevieve (Eileen Brennan), and discuss their usual Saturday night plans of seeing the "picture show" and necking with their girl friends in the pickup they jointly own. Sonny goes to work and that night, while Duane and his blonde girl friend, Jacy Farrow (Cybill Shepherd), take the first turn in the pickup, Sonny joins his girl, Charlene Duggs (Sharon Taggart), in the theater. The unpleasant and bickering Charlene complains that Sonny has forgotten their one year anniversary, but Sonny is more interested in watching Jacy, the most beautiful and wealthiest girl in town, as she and Duane come into the theater and begin to kiss. Sonny and Charlene then take their turn in the pickup, but the frustrated Sonny, longing to do more than fondle Charlene's breasts, ends their stale relationship when she becomes petulant. Later at the cafe, Genevieve comforts Sonny and wonders why both he and Duane live in a boardinghouse rather than with their parents.At basketball practice one afternoon, Coach Popper offers to get Sonny excused from class the next day for driving the coach's wife Ruth (Cloris Leachman) to her doctor's appointment, and Sonny agrees. That night, Jacy is confronted by her alcoholic mother Lois (Ellen Burstyn), who does not want her daughter to waste her youth as she did. When Lois advises Jacy not to marry Duane and instead sleep with him to learn that there is "nothing magic about it," Jacy is shocked.Then next day, Sonny arrives at Coach's home to pick up Ruth, and the shy woman is disappointed to see that her husband has not come himself. During the return trip, Sonny is nonplussed by Ruth's tears, although she tells him that there is nothing seriously wrong. Afraid to be alone, Ruth invites Sonny in for a soda, but her continuing sobs unsettle him even more, although he timidly tries to comfort her.Another few days later, at the town's annual Christmas dance, Lester Marlow (Randy Quaid), one of Jacy's country club friends, asks her to come to a nude swimming party at the home of wealthy Bobby Sheen (Gary Brockette). Eager for excitement, Jacy consents, then schemes on how to end her date with Duane. Perturbed to see Lois dancing with Abilene (Clu Gulager), the oil driller with whom Lois is having an affair, Jacy lures Duane to the pickup. There, Duane gives Jacy a lavish Christmas present and Jacy, hoping to distract him, places his hand under her skirt before announcing that Lois had ordered her to attend the swimming party with Lester. Meanwhile, Sonny helps Ruth clean up and while they are outside, they engage in a passionate kiss and agree to meet soon.In the nearby town of Wichita Falls, Lester introduces Jacy to Bobby and his crowd of sexually adventurous friends, and Jacy, eager to attract Bobby's attention, strips on the diving board and finally jumps into the pool, fully naked, and joins the group.Back at Anarene, Duane suggests to the other boys that they ought to buy a hooker for Billy so that he will not die a virgin. Sonny's attempts to stop them are unsuccessful and soon Billy is in the back seat of a car with local waitress Jimmie Sue, who, angered by Billy's fumbling, bloodies his nose with a massive punch.The group returns Billy to Sam's pool hall, and while Sam questions them, Duane hides. Upon hearing what the boys have done, Sam condemns their "trashy behavior" and bans them from entering his businesses. Duane pretends to have fallen asleep in the car, and as the weeks pass, continues to patronize Sam's establishments, while Sonny stays away and is lonesome for Sam, whom he admires deeply, as well as Billy and Genevieve.In the meantime, Sonny begins an affair with Ruth, although during their first encounter at her house, Ruth is so horrified by the loud squeaking of the bed springs that she cannot enjoy herself.Several weeks later, Sonny enters the cafe one night and Genevieve, while reprimanding him for his treatment of Billy, allows him to stay. She attempts to caution him about his affair with Ruth, which is common knowledge, but Sonny remains silent. Sam and Billy enter, and after Billy joyfully greets his friend, Sam forgives the repentant youth.Another afternoon later on New Year's Eve, Sam takes Sonny and Billy fishing and reminisces about a time 20 years earlier when he brought a young lady friend swimming at the same spot. Although he and his paramour were in love, she was already married and Sam lost her. Meanwhile, in Wichita Falls, Jacy attends another party at Bobby's, where the arrogant young man asks if she is a virgin. When Jacy admits that she is, Bobby tells her to come back when she is more experienced.Back in town, a bored Sonny and Duane decide to go to Mexico for the weekend and Sam, bemused by their exuberance, gives them some money. Upon their return a few days later on January 3, however, the boys are shocked to learn that Sam has died from a sudden heart attack during their absence. In his will, Sam leaves the movie theater to Miss Jessie Mosey, who ran the theater's concession counter, the cafe to Genevieve and the pool hall to Sonny, which stuns the young man.A few months later, the spring season arrives. The senior class attends their class picnic in Wichita Falls and Jacy plans a rendezvous with Duane at a local motel so that she can be rid of her virginity. The excitement and pressure make Duane impotent, although he is successful upon their second attempt after graduation.Meanwhile, Ruth, who has blossomed under Sonny's attention and fallen in love with him, gives Sonny a wallet for graduation. Jacy breaks up with Duane, telling him that she would rather be with Bobby. Heartbroken, Duane leaves town for an oil-drilling job. Jacy's plans go awry, however, when Bobby dallies with her, then marries his girl friend.One night, bored and lonely, Jacy is sitting at home when Abilene arrives to see Lois. Flirting outrageously, Jacy asks Abilene to take her to the pool hall, where he has sex with her on a pool table. Upon their return, however, Abilene treats Jacy coldly, and when she sees her mother, Jacy breaks into tears. As Lois is comforting her, she mentions Ruth and Sonny's relationship, and Jacy, who was unaware of Sonny's liaison, is intrigued, as she knows about Sonny's crush on her.Determined to win Sonny away from Ruth, Jacy begins to date him, and promises that eventually they will spend the night together. Intoxicated, Sonny avoids Ruth, who waits miserably for him every afternoon.Skipping forward another few months later, the summer passes until one day, Duane comes home for a visit and questions Sonny about Jacy. Sonny admits that they have been dating and as the confrontation grows more heated, reveals that Jacy told him about Duane's impotence. Furious, Duane smashes his beer bottle against Sonny's temple, nearly blinding him. While he is in the hospital, Sonny refuses to see Ruth and Duane joins the US Army.Later, when Sonny returns home, Jacy, who is thrilled to be the center of attention due to the fight over her, tells him they should elope. Eagerly anticipating having sex with Jacy, Sonny acquiesces, but after they are married and are driving home, Jacy reveals that she left a note for her parents detailing their plans. Sonny is crushed when they are stopped by a patrolman and Jacy is driven home by her furious father, who arranges for the marriage to be annulled, but Jacy, who wanted only to heighten her notoriety, is pleased. A resigned Lois drives Sonny back to Anarene, where she reveals that she was the woman with whom Sam had the affair twenty years earlier.Another month or two later in the autumn season, Sonny watches the school football team play and learns that Duane is home on leave. Both dreading and needing to see his friend before he ships out for Korea, Sonny finds Duane and asks if he wants to attend the picture show, as Miss Mosey is being forced to close it due to lack of business. Duane agrees and the boys spend a companionable evening watching the last movie.In the morning, Duane admits that if he had married Jacy, her father would have forced them to get an annulment, too. After Duane leaves on the bus, Sonny is in the pool hall when he hears the screech of brakes in the street and rushes outside to discover that Billy has been hit and killed by a trucker who did not see him, but then drove away from the scene in a hit-and-run. Grief-stricken, Sonny lashes out at the gathered men who deride Billy as a simpleton, then drags his friend's body to the sidewalk, where he carefully covers him.In the final scene, Sonny then drives to Ruth's house, where the surprised woman admits him but then upbraids him for breaking her heart. Although Ruth tells Sonny that he has ruined what was between them, when he tenderly takes one of her hands, she caresses him in return and tells him, "Never you mind, honey. Never you mind."