If "The Last Picture Show" was really the last picture show, why do you reckon Peter Bogdanovich made "Texasville"? Was it nostalgia, bad judgment or was he jis lookin' fer somethin' to do?

Well, there still ain't nothin' to do but fuss, drink hard and sleep with the neighbors.

Like the poignant original, "Texasville" is based on a Larry McMurtry novel, only this one is an epic thick as a sirloin that Bogdanovich turns into a chicken-fried steak. Set in the slump of the mid-'80s, this clanky farce finds the "Picture Show" teens paunchy, unhappily married and competing sexually with their own offspring.

Jeff Bridges reprises the role of Duane Jackson, the football captain now grown into an oil man with financial problems, a brood of crybabies and a difficult wife (Annie Potts). Like father, like son: Duane's boy Dickie (William McNamara) services the womenfolk of one-horse Anarene, including his father's mistress.

Cloris Leachman, now Duane's secretary, is taking care of town mayor Sonny Crawford (Timothy Bottoms), who is losing his memory, going to invisible movies and driving his car into nonexistent buildings. Duane's beleaguered friend Lester Marlow (Randy Quaid) faces a jail term for bank fraud and is worried about being raped in prison. His wife leaves him for another man and is pregnant, perhaps by Dickie.

Cybill Shepherd is reunited with the lot of them as Jacy Farrow, the homecoming queen who moved to Italy to become an actress. Recently returned to Anarene after the accidental electrocution of her young son, she is rumored to be having an affair with Duane's wife and maybe one with his son.

That's dang near enough carrying on to keep "Dallas" hopping for a year.

As for the actors, well, they do the best they can, I reckon.

Bogdanovich, who worked with McMurtry on the "Last Picture Show" screenplay, adapted this one on his own. It's kinda like he tried to pare down the big ol' Encyclopaedia Britannica and couldn't bear to leave out nothin' -- a lot of Billy Joe Bob types talking guff and hogwash and settin' round the Burger King eating fried eggs. This is purty near the worst movie of the whole year.

Texasville, at area theaters, is rated R for language and sexual situations.