It isn't absolutely necessary to see "The Last Picture Show" before taking in this sequel - a good thing, since it's not available on video - but it would probably help.

That 1971 black-and-white classic holds up well in my mind, though I haven't seen it in several years. But it's important to remember that "Last Picture Show" was both a coming-of-age comedy and a poignant, nostalgic look at small-town life in the 1950s.It's always a bit dangerous to pick up fictional characters who were introduced to us when they had their whole lives before them and then try to show us where they went. But that's what Larry McMurtry did in his novel "Texasville," a sequel to his own "Last Picture Show," and now writer-director Peter Bogdanovich has filmed it as a sequel to the movie that established his career.

But the choices in "Texasville" seem particularly disturbing since the film, though striving for a bittersweet tone, seems instead little more than a self-pitying examination of failed lives.

Though the opposite is true of its stars, no characters from "Picture Show" went on to any kind of lasting success, and some - including lead character Duane Jackson (Jeff Bridges) - have no apparent desire to change for the better.

The setting is 1984, some 30 years after "Picture Show," and Duane is a former oil magnate whose financial world is crumbling during the energy crisis as he finds himself $12 million in debt.

He has a reputation for cheating on his wife, Karla (Annie Potts, whose portrait of a wounded woman on the defensive steals the show), but has slowed down of late. His interest in straying, however, seems to be rekindled at news that his old flame Jacy Farrow (Cybill Shepherd) is back in town. She's been an actress in low-budget Italian films, but the death of her child has brought her home.

So, naturally, Duane finds it disconcerting when Jacy and Karla hit it off and become close buddies - so close it sparks rumors in the town.

If this isn't enough, Duane must also contend with his son (William McNamara), who has taken over his reputation as the town ladies' man, bedding every divorcee and unhappily married woman in the county.

Meanwhile Sonny Crawford (Timothy Bottoms) appears to be lobotomized, seeing movies in the sky; the "older woman" with whom he once had an affair, Ruth Popper (Cloris Leachman), has become a stereotypical aged widow with no life of her own; Lester Marlow (Randy Quaid) is the weepy town banker on the verge of bankruptcy, who talks wistfully of suicide; and Genevieve (Eileen Brennan), walking with a cane, just wanders in and out of camera range.

All of this happens during the town's centennial celebration, complete with a thoughtless float in the parade commemorating homecoming queens of the past and a mini-play that has Duane and Jacy cast as Adam and Eve. But only Jacy gets a fresh start, by virtually absconding with the affections of Duane's family.

It's easy to see how Bogdanovich and his actors were drawn to this material, seeing it as a commanding challenge to bring back these young, irresponsible characters in older, wiser form. Too bad all they are is older and even less responsible.

The film itself seems overly lethargic, less thoughtful and filled with people no one in the audience would likely want to be with for more than five minutes. The movie, on the other hand, is more than two hours long.

"Texasville" must have seemed like a good idea at the time. But the result is muddled at best.