The film was shot in Larry McMurtry's small hometown of Archer City located in northern Texas. McMurtry had renamed the town "Thalia" in his book; Bogdanovich renamed it Anarene (a ghost town eight miles south of Archer City) for the film. This name was chosen to correspond to the cowtown of Abilene, Kansas, in Howard Hawks' "Red River" (1948). "Red River", significantly, is the movie, indeed the last picture show, that Sonny and Duane watch at the end of the film.