Growing up in 1951 in the small Texas town of Anarene, Sonny (Timothy Bottoms) and his best friend Duane (Jeff Bridges) respect and admire Sam the Lion (Ben Johnson), the ex-cowboy who owns the town's movie house, cafe and pool hall. After Jacy (Cybill Shepherd), prettiest girl in their senior class, shares an awkward motel room tryst with Duane, she drops him for an older, and wealthier, college boy. With nothing left for him in town, Duane enlists to go to war in Korea, but not before working off his frustrations in a fight that costs his good friend Sonny his sight in one eye. Unsuccessful in her effort to land a wealthy college man for her boyfriend, Jacy comes back home where, in Duane's absence, she and Sonny agree to get married and elope. But when the marriage goes unconsummated and Jacy is dragged by home by her angry father, her mother, Lois Farrow (Ellen Burstyn), is left to explain things to Sonny. For Sonny, he has stumbled into an unexpected, and mutually rewarding, affair with Ruth Popper (Cloris Leachman), the middle-aged wife of the high school football coach. So, as Sam the Lion's death finally marks the end of his youthful innocence, Sonny turns to Ruth for comfort.