When Peter Bogdanovich’s second feature, The Last Picture Show, was released in 1971, it quickly became that rarest of breeds, a Hollywood movie that appealed to both the art-house crowd and mainstream audiences. Impeccably shot by Robert Surtees in black and white, the film is an incisive account of the denizens of a small Texas town in the 1950s. Well-acted by an ensemble cast (including Cybill Shepherd in her film debut, as well as Ben Johnson in his final one), The Last Picture Show sketched its characters’ interwoven stories with visual flair and a refreshing absence of nostalgia. Greeted by ecstatic reviews, it announced the ascendancy of a major new filmmaker.

Two years later, after directing What’s Up Doc?, a charming homage to the slapstick Hollywood comedies of the 30s and 40s, Bogdanovich returned to the dusty western prairie – Kansas, this time – to film Paper Moon, another beguiling period piece which, like its predecessor, fully showcased the director’s considerable skills.

In Paper Moon Ryan O’Neal plays Moses Pray, a Depression-era con man whose main scam is fleecing widows by informing them that their departed husbands recently purchased, for their beloved spouses, deluxe editions of the Bible. Unfortunately, O’Neal then explains, their husbands passed away before the balances on the Good Books could be paid.

In the opening sequence O’Neal attends the burial of a former girlfriend whose orphaned daughter Addie (played by O’Neal’s real-life daughter Tatum) is being shipped off to live with a well-to-do aunt in a neighboring state. After O’Neal is prevailed upon to provide Addie with a ride, he discovers that she too has a gift for grift, and decides to take her on as a partner. And so the strange comic odyssey of Moses and Addie begins.

Adapted from Joe David Brown’s well-received 1971 novel "Addie Pray", Alvin Sargent’s screenplay deftly guides its two central characters through a series of picaresque adventures involving, among others, an exotic dancer at a roadside carnival (Madeline Kahn, in a career-best performance) and a gang of bootleggers out for revenge. There is also an ongoing debate concerning the sum of cash O’Neal gained by blackmailing the brother of the man who died, along with Addie’s mother, in a drunk-driving accident; money which Addie claims is rightfully hers. ("You owe me two-hunnerd dollahs" becomes her mantra.) And to add fuel to the fire, there is also the small matter of Addie’s parentage. At a soda shop where Moses attempts to placate the girl with a "Nehi and a Coney Island", Bogdanovich gives us this delightful exchange.

Addie: You meet my mama in a barroom?

Moses: Where would you get a question like that?

Addie: You my Pa?

Moses: Course I ain’t your Pa.

Addie: We got the same jaw.

Moses: All right maybe we got the same jaw. But same jaw don’t mean same blood. I know a woman looks like a bullfrog, but that don’t mean she’s the damn thing’s mother.

In an introduction to the movie for the Paramount Director’s Series, Bogdanovich quotes Vittorio De Sica – "You’re not really a director unless you’ve directed a child" – and then describes his fondness for Tatum O’Neal, a fondness which shows in his superb handling of the young actress. Addie’s stubborn defiance – she has the hard-earned instincts of a born survivor – prevents her character from slipping into preciousness, the pitfall of so many juvenile performances, and it provides the necessary edge to her relationship with Moses.

Addie is a nine-year-old with enough attitude to rattle the smoothest con-man this side of Topeka, and one of the many pleasures of the movie is watching O’Neal’s growing bewilderment over his protégé’s behavior. When, for instance, he discovers her puffing away on a cigarette, he tells her she’s too young to smoke, then wearily turns and walks away, realizing he stands little chance of winning this, or any other, argument. And when Moses tells Addie that he now owes her "One hundred and three dollars and seventy-two cents", Addie replies "seventy-four".

In the hands of a less-talented director, Paper Moon might have easily turned into an overly sentimental tale about a daughter finding, and then redeeming, her wayward father. But Bogdanovich keeps the emotional material, and Addie’s character, well under control. In retrospect, it seems a minor miracle that such a young performer (she was eight at the time) could handle such a complicated role. She’s in almost every scene, and she never falters. It’s a remarkable accomplishment, one of the most memorable performances by a child in the history of film.

From the first eloquent shots – Addie in close-up; mourners at a grave; a few crooked tombstones – the viewer is struck by the stark landscapes of the prairie, the flat horizons and overarching skies. To evoke a bygone era, and lend the movie an air of authenticity color could never achieve, Bogdanovich decided once again to shoot in black and white, and many of the compositions – a train depot, a homeless family, the white cone of a granary dominating a small rural town – attain the austere visual command of John Ford’s The Grapes Of Wrath (1940), or Richard Brooks’ In Cold Blood (1967) – another Kansas saga of a very different kind.

Working with the reliable cinematographer Laszlo Kovacs, Bogdanovich gave the movie such an unglamorous pictorial quality that at least one noted critic of the time, the often disgruntled Stanley Kauffmann, moaned that "I’ve rarely seen a film that looked so unlike what it was about" – a statement which, of course, misses the point altogether.

As in The Last Picture Show, Paper Moon’s intricate visual schemes are enhanced by the carefully chosen location sets and production designer Polly Platt’s fine eye for period detail. In a cheap hotel room Addie listens to Jack Benny on the radio. At a General Merchandise store the shelves carry everything from toothpaste to sun bonnets. And the roadside carnival where Moses picks up the aptly named Trixie Delight is a swirl of lights against a gunmetal sky, a poignant reminder of what such diversions must have meant to people during that lean era.

There are fine comic set pieces. When Addie discovers that Trixie Delight is nothing but a gold digger, she devises an elaborate ruse involving a frisky hotel clerk (Burton Gilliam), Trixie’s maid (played by the deadpan young actress P.J. Johnson), and the naïve Moses, who eventually discovers, thanks to Addie, Trixie and the hotel clerk in bed. Running short of cash, Moses and Addie steal a few cases of illegal whiskey, and then sell them back to the bootlegger. And a brief scene between Kahn and Addie, who refuses to ride in the car unless she can sit next to Moses, is a model of piquant dialogue and pitch-perfect delivery, and it concludes with Kahn beseeching Addie to "Let old Trixie sit up front with her big tits."

Before he became a director Bogdanovich worked for five years as a Broadway-trained actor, and his intuitive understanding of the craft is apparent in scene after scene. In addition to Kahn’s sparkling turn, there is stellar supporting work from Dejah Moore as a flustered cashier, Randy Quaid as a barefoot country bumpkin, and John Hillerman in the dual role of a local sheriff, as well as the sheriff’s criminal brother. And at the center of the movie there is O’Neal as Moses Pray.

An unfairly maligned actor even at the peak of his popularity (thanks, in part, to his unfortunate decision to play the male lead in the maudlin Love Story) O’Neal nonetheless starred in a number of impressive pictures in the 70s. In 1972 he demonstrated his flair for screwball comedy in Bogdanovich’s What’s Up Doc?. In 1975 he played the central character in Stanley Kubrick’s stunning costume drama Barry Lyndon. And in 1978 his portrayal of a renegade getaway driver was one of the highlights of Walter Hill’s existential fable The Driver, a cult favorite. But it is his sterling work in Paper Moon which will likely stand, over time, as his finest hour. O’Neal’s Moses Pray is, like Addie, a survivor. He is also deceitful, boyishly charming and (unlike Addie) not particularly bright. At the end of the film he is, not surprisingly, back on the road heading for his next swindle.

In addition to his short-lived career as an actor, Bogdanovich was also a sometime film historian and scholar. For a series of articles he penned for Esquire, Film Culture, and other magazines, he often visited movie sets to interview the preeminent directors of the time (Welles, Hawks, Ford and Fritz Lang, among others), and many of his own films pay homage to the masters he wrote about.

The high contrast, deep focus black and white photography of Paper Moon recalls Ford’s iconic westerns. What’s Up Doc? is a thinly-veiled remake of Hawks’ classic 1938 slapstick comedy Bringing Up Baby. And Bogdanovich envisioned The Last Picture Show as a prairie version of Welles’ The Magnificent Ambersons (1942).

And yet unlike, for example, Brian De Palma, whose early efforts were sometimes overwhelmed by his reverence for all things Hitchcock, Bogdanovich was always his own man. He simply learned his craft by utilizing the past’s finest templates. Young poets read Whitman. Budding filmmakers study the use of montage in Citizen Kane.

In 1973, with the release of Paper Moon, Bogdanovich was regarded as one of Hollywood’s shining lights, a filmmaker who could deliver on a commercial as well as an artistic level. Unfortunately, after Paper Moon, Bogdanovich was unable to sustain the remarkable trajectory of his previous films, and the following years proved difficult, personally and professionally. His well-publicized love affairs with Cybill Shepherd and Playboy model Dorothy Stratten ended badly. (Tragically, in 1980 Stratten was murdered by her jealous husband.)

And like other first-rank directors whose flames burned so brightly in the 70s, or perhaps even more tellingly like his hero Welles, Bogdanovic was a victim of his own success. He had set the bar so high, it was nearly impossible to jump back over it.

Fueled by the unexpected box-office response to such groundbreaking movies as M*A*S*H, Easy Rider, and Bonnie and Clyde, Hollywood in the 70s offered unparalleled artistic freedom to young American auteurs, and it is no surprise that in such an era filmmakers like Bogdanovich, Altman, Coppola and Friedkin thrived. In his introduction to Paper Moon Bogdanovich gazes wistfully back at those heady times, particularly 1972, the year the movie crew came to Kansas, the year "the studio did a wonderful thing," Bogdanovich says. "It kind of got out of the way and let us make the picture the way we wanted to."