At the tank dam on an overcast day, Sam, Sonny and Billy have gone on a fishing excursion, although the boys pass the time by throwing stones. By the water's edge, Sam rolls a cigarette and delivers the film's greatest monologue. [Note: This is the scene that won the Best Supporting Actor Oscar for Ben Johnson]. In one long take (with one cut), he nostalgically reminisces with Sonny about the idyllic "old times" - about how he once went swimming - naked - with a girl (his one true love). [In retrospect, Sam is an older version of the younger generation's males in town.] Sam concludes that marriage often fails and he laments the coming of old age. (It is later learned that the object of his affections is a fading beauty who has turned cynical after years in an alienating marriage):

Sam: You wouldn't believe how this country's changed. First time I seen it, there wasn't a mesquite tree on it, or a prickly pear neither. I used to own this land, you know. First time I watered a horse at this tank was - more than forty years ago. I reckon the reason why I always drag you out here is probably I'm just as sentimental as the next fella when it comes to old times. Old times. I brought a young lady swimmin' out here once, more than 20 years ago. [Miraculously, the sun emerges from the clouds and brightens the scene here.] Was after my wife had lost her mind and my boys was dead. Me and this young lady was pretty wild, I guess. In pretty deep. We used to come out here on horseback and go swimmin' without no bathing suits. One day, she wanted to swim the horses across this tank. Kind of a crazy thing to do, but we done it anyway. She bet me a silver dollar she could beat me across. She did. This old horse I was ridin' didn't want to take the water. But she was always lookin' for somethin' to do like that. Somethin' wild. I'll bet she's still got that silver dollar.
Sonny: Whatever happened to her?
Sam: Oh, she growed up. She was just a girl then, really...
Sonny: Why didn't you ever marry her after your wife died?
Sam: She was already married. Her and her husband was young and miserable with one another like so many young married folks are. I thought they'd change with some age, but it didn't turn out that way.
Sonny: Bein' married always so miserable?
Sam: No, not really. About eighty percent of the time, I guess. We oughta go to a real fishin' tank next year. Aw, too late to think about things like that too much. If she was here, I'd probably be just as crazy now as I was then in about five minutes. Ain't that ridiculous? Naw, it ain't really. 'Cause bein' crazy 'bout a woman like her's always the right thing to do. Bein' a decrepit old bag of bones - that's what's ridiculous - gettin' old.

At a late night party at Bobby Sheen's home, couples are necking on the couch and listening to 45 rpm records. Jacy is disgusted with Lester who struggles to unbutton the top hook on her blouse: "My Gawd. I'm glad it wasn't on fire. I would have burned to death before you got one button undone." [Has Jacy temporarily dropped Duane and joined the upscale teenagers in Wichita Falls for sex parties, and taken Lester, the son of a rich man, as her new boyfriend?] In the kitchen, she finds Bobby making himself a peanut butter sandwich. She twitches but doesn't flinch when he casually places his hand on her crotch and kisses her, but then curtly tells her that he has no time for virgins:

Bobby: You a virgin?
Jacy: I guess I am.
Bobby: Too bad.
Jacy: I don't wanna be, though.
Bobby: I don't blame ya. Come see me when you're not.

Tired of the town of Anarene, Duane and Sonny decide to take off and go to Mexico one weekend in the pickup. Sam generously offers them a twenty dollar bill: "You'd better take some for some insurance. Take money below that border - it sorta melts sometimes...And try not to drink too much of that buggy water...You catch the clap - you'll wish you hadn't drunk nothin'. (Long pause) Oh well, we'll see ya." They share a long look at each other. [Unbeknownst to them, this will be their last view of Sam.]

Upon their return after a weekend of carousing, drinking, and lack of sleep, they drive back into town both owning Mexican hats. Feverish, Duane is sick to his stomach and asks Sonny for some Tums. To their unexpected surprise, the cafe is closed and the poolhall is dark inside, causing Duane to ponder: "It must be some kinda holiday." They ask the town's good ol' boy Andy Fanner (Charlie Seybert) about the whereabouts of the townfolk, and learn that Sam died unexpectedly the morning of the day earlier: "Keeled over on one of the snooker tables. Had a stroke." They are also stunned to learn that Sam's 'crazy' will left the poolhall to Sonny:

He left you the poolhall, Sonny. What do you think about that? He left Genevieve the cafe. That's the only thing he done that made any sense. Left the picture show to old Miss Mosey. Hell, she's too far gone to even run a popcorn machine. And the craziest thing of all. He left a thousand dollars to Joe Bob Blanton, the preacher's boy.

Andy is bitter about how he was betrayed by Sam and excluded from the will.

The next day as a cold wind blows on a hillside, Sam the Lion, the town's positive strength and central figure, is laid to rest in a starkly-photographed funeral scene. His white casket is lowered into the ground. Graveside, most of the townspeople have come to pay their last respects, including Coach Popper and Ruth (Ruth shares a smile and glance with Sonny). Lois Farrow, his one true love in life, is openly crying and is the first to leave the funeral. Sam's passing (when he became in his own words "a decrepit old bag of bones") marks the death and moral collapse of the Western community.

[Director's Cut: The Senior Class of 1952 celebrates with a picnic in Wichita Falls. A long line of cars leaves the town. Pensive-looking and sad, Sonny gazes out at the tank as it passes by - and tears run down his cheeks. This is also the day it has been pre-arranged for Duane and Jacy to lose their virginity. Jacy's ulterior motive is to bed Duane so that she can dump him and attract Bobby Sheen.] At the Cactus Motel, Duane (combing his ducktail) enters Room 8 where he finds Jacy standing in the room wearing a thin nightgown. They kiss and embrace, vowing their love. [Eddie Fisher sings "Wish You Were Here" on the soundtrack, to emphasize their actual romantic estrangement from each other.] They sit on the bed and Duane begins unbuttoning the top of Jacy's gown, and then exposes her breasts. As she lies back on the motel bed and half-closes her eyes, she encourages him: "Oh Duane, hurry." He hurriedly and eagerly removes his clothes and lies on top of her. But then she asks in an annoyed tone why he is taking so long to penetrate her while being suspended over her:

Jacy: What's wrong, honey?
Duane: (dismayed) Uh, I don't know.
Jacy: That tickles. You know I can't stand to be tickled. (She closes her eyes) Well, what's the matter? Aren't you gonna do it?
Duane: I don't know what's wrong.
Jacy: What do you mean? How could anything be wrong? Just go on and do it. (She tightly screws up her face, and waits some more) Oh! What's the matter with you?
Duane: (mumbling) I don't know. I don't know. Somethin's happened.
Jacy: Well, get off a minute, for goodness sake. You might fall and mash me.

She blames his Mexico trip for his limp impotence: "No telling what you got down there. I just hate you. I don't know why I ever went with you." She is furious about his sexual incompatibility and their aborted love-making, and orders him to put his clothes back on ("You think I wanna sit around here and look at you nekkid?"). [Jacy's berating of him for his impotence becomes Duane's just reward for initiating Billy with the fat hooker in the earlier scene.] And she fears that she might "never get to not be a virgin" - and thereby win Bobby Sheen's heart. She is also worried that classmates might ridicule them when they find out about their unsuccessful and clumsy encounter, and she confirms what her mother had forecast: "I think you're the meanest boy I ever saw. My mother was dead right about you." She instructs him to "not tell one soul - you just pretend it was wonderful," and then throws her panties at his face.

When Duane finally emerges from the room, he feigns cockiness toward his fellow classmates sitting expectantly in cars in the parking lot (in one car are Jacy's two girlfriends, in another is Sonny). Winnie Snips (Marjorie Jay) and Agnes (Merrill Shepherd) rush into the motel room requesting a full report from an ecstatic-looking Jacy sitting amidst rumpled bedsheets:

Winnie: ...What was it like?
Jacy: (rapturously) I just can't describe it. I just can't describe it in words.

Graduation ceremonies are held in the Anarene High School auditorium. The entire Senior Class is garbed in robes and singing the Texas State Song. The only student not singing is Duane who is whispering in the ear of an annoyed-looking Jacy standing next to him: "But I can do it now, I know I can."

At the same motel in Room 9, Jacy gives Duane a second chance to deflower her - using him to provide an entree to dating Bobby Sheen. This time, he succeeds without an audience outside to witness the post-rites of passage. It is obvious from Duane's swagger and smirk that he has performed and is pleased with himself, but Jacy looks angry - she coldly tells him to cool his macho bravado: "Oh, quit prissin'. I don't think you did it right, anyway."

In the Popper kitchen, Ruth has been transformed over a period of months from an unhappy, sickly housewife to a bright-smiling, happy, and well-dressed lover by her liaison with Sonny. In a camera shot from outside an open kitchen window, she outstretches her arms to kiss and hug Sonny before she leads him to the bedroom to present him with a thoughtful graduation gift - a leather billfold with his name carved on it. Sonny responds thankfully: "I never seen one as nice."

Duane use the poolhall pay phone [the establishment is now managed by Sonny after he inherited it from Sam] to call Jacy for another date, begging: "Just go with me once more." She coldly breaks up with him: "You find somebody else to pester. I've got a new boyfriend and I can't be talking to you...I guess I've just been wantin' to go with him all along and didn't realize it." He reacts with furious frustration at being used, tricked and then jilted by throwing two pool balls at a nearby wall. [Lefty Frizzell's "Give Me More, More, More of Your Kisses" plays on the soundtrack.] So without Jacy and easily-accessible sex ("not a god-damn thing to stay for"), Duane decides to pack a small suitcase, leave town and find wildcat drilling work at Marshal Oil in Odessa. As he leaves, he tells Sonny: "Listen, if you hear they busted up, let me know."

One Saturday night in the Farrow TV room, Jacy (wearing shorts and a shirt tied above her bare midriff) is restlessly and unhappily watching Sid Caesar/Imogene Coca in Your Show of Shows when attractive and dissolute oil worker Abilene stops by. She informs him that her boyfriend dropped her (like she did to Duane) and "ran off and got married...to Annie-Annie Martin." Piqued, she coyly invites herself along to the poolhall, a place where she is normally forbidden, since it is late and closed - Abilene explains that he has his own key. [Director's Cut: Inside the dark poolhall, Abilene comes up behind her. He takes her pool cue, chalks its tip, then pulls her to him with the cue behind her back. She obliges by kissing him. He sweeps the table of pool balls, places a large cloth on the table, unzips the side of her shorts, and lays her back on the table. After stripping her of her shorts, he spreads her legs and casually lies on top of her. She grasps each of her hands in the two corner pockets behind her as Abilene has intercourse with her.] Later after he drives her home, she is subdued but still attempts to coax a reaction from his inscrutable demeanor:

Jacy: What a night. I never thought somethin' like this would happen. (She leans over to kiss his cheek)
Abilene: How about hoppin' out.

Jacy's mother recognizes the loud roar of Abilene's car as he pulls away. She gets up, glances for a quick primp in the mirror, and is surprised to find not Abilene, but her daughter coming in the back door with her pedal-pushers in her hands. There's a look of pained shock and disappointment on Lois' face as she realizes that her daughter has slept with Abilene:

Jacy: (collapsing at the kitchen table and crying) Oh, he's just awful, Momma. Why do you fool with him? Daddy's a nicer man than him, isn't he?
Lois: He sure is, beautiful. Your Daddy's a very nice man. I oughta been givin' Abilene hell, instead of him.
Jacy: I don't know what I'm gonna do. Bobby was the last one - I'm just gonna be an old maid.
Lois: Oh no, honey, that's just the way it goes sometimes, you know. You win a few, you lose a few.
Jacy: What do you do? Nothin's ever the way it's supposed to be at all.
Lois: You're right, come on. (She kisses Jacy) I wanna tell you somethin'. What I've done has not worked out too well. I think maybe we better think of somethin' else for you.

Jacy's encounter with Abilene has shocked her rosy and glamorous sense of reality: "Nothin's ever the way it's supposed to be at all." Lois realizes that it is time to make some changes in Jacy's life ("...we better think of somethin' else for you"). With maternal feelings, she tells her daughter about Sonny's ongoing affair with forty year-old Mrs. Popper, proposing that Sonny is reasonably good-looking and young - and available. According to a resigned and bored Lois, she informs Jacy that 40 years of age is "kinda an itchy age." Jacy sniffles that she may turn her sights on Sonny and exert her charms over him: "Sonny's always wanted to go with me."

An incident in the town is brought to the Sheriff's attention - Joe Bob Blanton allegedly has kidnapped young Molly Clarg in his car from in front of the drugstore, and driven out of town with her toward Olney. After locating them on a dirt road a few miles from town, the fear is that the scared and nervous preacher's kid molested the little girl, now sucking on a lollipop. The young girl (wearing no panties) is rescued by her hysterical mother (Janice O'Malley), and "filthy" Joe Bob is dragged/carried off to the jailhouse, with his preacher father shouting platitudes at him.