Midnight Cowboy (1969) is an ultra-realistic, adult film (shot on location) with sordid, downbeat and serious content, from British director John Schlesinger, who had previously directed the widely-acclaimed Darling (1965) - with a Best Actress win for Julie Christie.

This film portrays the unlikely companionship and poignant tragic drama of two homeless, down-and-out, anti-hero drifters who are powerfully bonded together in a tale resembling Steinbeck's Of Mice and Men. With a misleading title for the morality tale about the venomous American class system, some viewers thought it was a western; in fact, the film's title expresses the code name for a "male hustler" - the self-professed occupation of one of the characters, a slow-witted, fringe-jacketed Texan dishwasher transplanted to the big, apathetic city of New York to hopefully become a high-paid street gigolo.

The flip-side of this dark and serious buddy picture was its major competitor of the year, the M-rated, humorous revisionistic western/comedy Butch Cassidy and the Sundance Kid (1969) with its heroes Butch Cassidy (Paul Newman) and the Sundance Kid (Robert Redford).

It was notable for being the first and only X-rated film (its nude scenes and bold content - sex and drugs - were shocking for its time, but its X-rating for its initial release was later downgraded to R when the film was re-released in late 1970) to receive the Best Picture Oscar from the Academy of Motion Picture Arts and Sciences. It garnered seven nominations, including Best Actor (Dustin Hoffman and Jon Voight), Best Supporting Actress (Sylvia Miles in an extremely brief on-screen role), and Best Film Editing (Hugh A. Robertson), and ended up with three Oscars - Best Picture, Best Director, and Best Adapted Screenplay (by Waldo Salt from James Leo Herlihy's 1965 novel). It was an archetypal film for the "New Hollywood" of the 70s, with its adult themes of alienation, sex and drugs, anti-authoritarianism, and a quest for freedom.

Dustin Hoffman's characterization as the unglamorous 'Ratso' Rizzo (Enrico Salvatore Rizzo), a sickly individual who befriends the drifter, was only his second film role. It was a risky reversal and breakout role from his 'clean-cut' Benjamin Braddock role in The Graduate (1967), yet he earned a second Academy Award nomination. Hoffman's unknown co-star Jon Voight also received his first Best Actor nomination for his role as a disillusioned and dispirited Texas stud. Both actors memorably portrayed forgotten dregs and decadent losers of society's underbelly, living a marginalized existence in American society.

The film opens during the daytime, with a pan back from a completely white background. As the camera pulls back, the movie screen at the Big Tex Drive In appears - imaginary sounds from a typical western film - horses galloping and gunshots - are briefly heard on the soundtrack. In the Western, scrub-brush setting of the modern world, on the outskirts of a small town, only little boys are riding on the toy horses in the drive-in's playground.

One of the two protagonists in the film is from this place - a young, naive, uneducated, pretty-boy blonde Texan named Joe Buck (John Voight). He is a small-town, lowly Texas dishwasher at Miller's Restaurant. Rather than go to work, he showers, dresses, and preens himself in what he imagines to be the flashy, Hollywood-defined outfit of a stud - fringed leather, a stetson hat and shiny cowboy boots. He speaks directly into the camera - practicing his quitting speech to his employer:

You know what you can do with them dishes. And if you ain't man enough to do it for yourself, I'd be happy to oblige. I really would.

Restless, he leaves his home - a room in the run-down Big Spring Motel, carrying an ugly cow-hide covered suitcase. He passes the Rio movie theatre where the letters on the marquee for John Wayne's The Alamo are askew. The film's familiar, signature theme song begins to play under the credits: "Everybody's Talkin'" (sung by Harry Nilsson):

Everybody's talkin' at me
I don't hear a word they're sayin'
Only the echoes of my mind.
People stop and starin'
I can't see their faces
Only the shadows of their eyes
I'm goin' where the sun keeps shinin'
Through the pourin' rain.
Goin' where the weather suits my clothes
Bankin' off of the northeast winds
Sailin' on summer breeze
And skippin' over the ocean like a stone...

Before he leaves to seek make-believe, mythical adventures back East, he tells Ralph (George Eppersen), a co-worker at the restaurant: "Lotta rich women back there, Ralph, begging for it, paying for it, too...and the men - they're mostly tutti fruttis." Completely misinformed, he has the illusion that he can score big by hustling sex-starved, rich women for his sexual prowess and the services of a real man: "So I'm gonna cash in on some of that, right?...Hell, what do I got to stay around here for? I got places to go, right?"

Joe's lonely, unfulfilled youth is reflected in a series of fragmented flashbacks about his past boyhood during his cross-country trip across the American heartland, after he boards a bus toward the big city of New York. The voice of his grandmother Sally Buck (Ruth White) emerges, revealing that she often cared for him as a young boy when his mother was not around and dumped him off. And how his grandmother often left him alone to be with her many boyfriends: "You look real nice, lover boy. Real nice. Make your old grandmother proud. You're going to be the best looking cowboy in the whole parade. You'll be the best looking one there. Bye honey. I'll leave a TV dinner in the fridge. Your old grandma got herself a new beau." [The brief flashbacks provide some insight into Joe Buck's background - he was raised by two women (his mother and grandmother) in a home without men, contributing to his homosexual leanings in the film. The film hints at the possibility that both of them were prostitutes.]

As they pass a small town's water tower, graffiti reminds him of a past sexual relationship with oversexed girlfriend Annie (Jennifer Salt, the screenwriter's daughter): "Crazy Annie Loves Joe Buck." As images of her appear (including one of them making love) during his dozings, he hears her insecurely asking and affirming: "Do you love me Joe? Do you love me? Love me? You're the only one Joe. You're the only one. You're better Joe. You're better than the rest of 'em. You're better than any of them Joe. You love me Joe. You're better than all of 'em. You're the best Joe."

His religious, Bible-belt influences are sketched briefly as he notices the words "Jesus Saves" painted on the wooden roof of an abandoned building as he simultaneously listens to a faith healer with a portable radio to his ear. His flamboyant grandmother often let him share her bed or become acquainted with her lovers. Joe's eyes light up when he dials in a radio interview broadcast on WABC from New York, realizing that he is close to his destination. He believes the hype of an interview which tellingly asks women to describe their "ideal of a man":

A man who takes pride in his appearance.
I think consideration first.
Tall, definitely tall.
Someone I can talk to in bed.
A good sense of humor, not afraid of sex.
A Texas oil man. Aggressiveness.
Outdoor type. A rebel.
Young. Youth.

Joe gives a Texan yell, believing he fits the bill perfectly.

Finally arriving in New York, he checks into the Claridge Hotel, where he decorates his fifth-floor, second-rate hotel room with a torn poster of Paul Newman from Hud (1963) and a picture of a topless woman from a men's magazine. Shirtless in front of his mirror, he flexes his bronzed muscles. His tall Texan figure, taken with a telephoto lens, bobs through the densely-crowded, anonymous sea of people on Fifth Avenue. Flaunting and flashing his relaxed, boyish charm and grin, he frequents places where he thinks rich, classy women might congregate, but he is totally ignored - it is not what he dreamed of.

Outside Tiffany & Co., he is startled to see a man unconscious and passed out on the sidewalk. He imitates other passers-by who continue on their way, unwilling to play the Good Samaritan. When he identifies himself - in a Texan drawl - as "new here in town, just in from Texas, you know" and asks a woman for directions to the Statue of Liberty (as an opening line), she quickly recognizes his duplicitous angle. Unimpressed, she cuts him short: "You're not looking for the Statue of Liberty at all!...Why, you ought to be ashamed of yourself!"

The next woman he encounters while cruising the streets is a blowsy, bleached blonde named Cass (Sylvia Miles) - looking like a professional hooker. She is outside her expensive Park Avenue apartment (equipped with a doorman) on a walk with Baby, her miniature white poodle. He follows her upstairs to her penthouse where he sexually tantalizes her while she calls (on her pink telephone) and makes plans for a "date" with another customer named Maury, a married man whose wife is away. Her poodle yaps loudly as they begin to disrobe.

While making love with what he believes is his first paying customer, they roll around on her bed and humorously activate channels with the TV remote control beneath their bodies. (A game show, a black and white Bogart film, an exercise show, and a monster film with a fire-breathing dragon follow in quick succession. A TV priest dressed in a Dracula-like red cape on one of the channels makes another religious reference, rhetorically asking: "Do you think God is dead?" More images flash by: clips from Bette Davis and Al Jolson films, a bleach detergent testimonial and "Jolly Green Giant" ad for creamed corn, an image of violence, and cigar and toothpaste ads.) As they climax, a slot machine shows a triple-image of a cowgirl for the rewarding payoff of coins.

When "Tex" (Cass' nickname for him) dares to bring up "business" and describes himself as "kind of a hustler," she responds: "A person's got to make a living." Turning the tables on him, she talks him out of his money as she quickly gets dressed to leave. She argues that she needs money for her taxi fare, to take her to her next "date" with sugar-daddy Maury:

Cass: I hate to ask you, but you're such a doll.
Joe: You know, Cass, that's a funny thing you mentioning money. 'Cause I was just about to ask you for some.
Cass: (shocked) You were gonna ask me for money? Huh?
Joe: Hell, why do you think I come all the way up here from Texas for?
Cass: (now indignant and throwing a fit) You were gonna ask me for money? Who the hell do you think you're dealing with? Some old slut on 42nd Street? In case you didn't happen to notice it, ya big Texas longhorn bull, I'm one helluva gorgeous chick.
Joe: Now, Cass, take it easy.
Cass: You heard it. At twenty-eight years old. You think you can come up here, and pull this kind of crap up here! Well, you're out of your mind!

Ignorant of the ways of street hustling and compassionate to her, he displays all the bills in his wallet. Taking advantage of him, she reaches for a twenty for her cab fare - she is the one who gets paid for her sexual favors.

Quickly, he becomes disillusioned, down on his luck, and low on money after being conned. Back on the street and at a tacky bar, he meets another impoverished, vagrant street hustler from the Bronx, a sickly, repulsive-looking, unshaven and scruffy bum named Enrico "Ratso" Rizzo (Dustin Hoffman). When Ratso looks over at the lost Texan next to him at the bar, Ratso's first nasal-voiced words compliment the drugstore cowboy:

Terrific shirt.

Joe is alerted to how Ratso is street smart: "You really know the ropes! Damn, I wish I'd bumped into you before." Ratso learns that Joe is a "hustler" and immediately suggests taking over as his street manager:

You're pickin' trade up on the street like that. That's nowhere. I mean, you gotta get yourself some kind of management.

Greasy-haired Ratso suggests a pimp - a connection to help set him up and introduce him to "social register types" - rich lady clients:

You need my friend O'Daniel. He operates the biggest stable in town, in fact, in the whole god-damned Metropolitan area. It's stupid a stud like you paying. You don't want to be stupid.

As they walk down a congested New York street, the decrepit street hustler is crippled with a bum leg and walks with a gimp as he drags along the lame leg. He delivers his most famous line (reportedly improvised) when he confronts a disrespectful cab driver whose car almost runs him down as he walks across a pedestrian crossing:

I'm walkin' here! I'm walkin' here!

He vehemently bangs his hand on the car hood that almost clobbered him. And then he hints at his real profession - he's a down-and-out con artist: "Actually, that ain't a bad way to pick up insurance, you know."

Ratso opportunistically takes charge and hoodwinks a gullible Joe that he will be wealthy if he is set up with Mr. O'Daniel (John McGiver): "You know, with proper management, you could be takin' home fifty, maybe a hundred dollars a day, easy." After taking $10 for the referral, and another $10 to cover expenses - and fleecing Joe of his money, Ratso sends Joe to the room of Mr. O'Daniel in a shabby, flea-bitten hotel room. Joe boasts to O'Daniel:

Uh, well, sir, I-I ain't a for-real cowboy. But I am one helluva stud.

O'Daniel senses Joe Buck's loneliness, and then challenges him: "I'm gonna use ya. I'm gonna run you ragged...You and me can have fun together. It doesn't have to be joyless." A religious fanatic (and homosexual Jesus-freak Christian), guilt-ridden O'Daniel tries to force Joe to join him and together pray on their knees in front of a garish, blinking plastic sign of Christ hanging on the back of his bathroom door:

I've prayed on the streets. I've prayed in the saloons. I've prayed in the toilets. It don't matter where, so long as He gets that prayer.

The scene is intercut with flashbacks of Joe remembering his boyhood experience of being baptized in a river. He flees the scene and runs through scenes of New York, with vengeful images of his pursuit and attack of Ratso - wish-fulfillment for his anger at being taken advantage of once again. There are other nightmarish flashbacks of Joe and his girlfriend Annie. In a brutal image, they are pulled from making out in their car by enviously-jealous Texas males. An angry young Joe breaks a bathroom mirror.

He finds himself back in his own flop-house hotel room, sitting in the bathtub and watching a TV show, where the host emphasizes the existential predicament that he faces: "Isn't this really a case of conning a lot of lonely people?" Joe walks into the netherworld of New York's Times Square, a place of desperation, futility, dashed hopes and false dreams. Shortly after, Joe runs out of money and is locked out and evicted from his room (with his possessions) until he picks up the tab. He dismisses the idea of taking a dishwasher job. Low on money, tries to subsist on coffee and crackers covered with ketchup.

Talking into a mirror in an underground subway tunnel, he resolves to degrade himself: "You know what you gotta do cowboy?" Outside a movie theatre on 42nd Street showing a black-and-white science fiction film, he hires himself out to a gay student, and during their sexual encounter in the darkened theatre, he experiences bizarre images of having sex with Annie, as she tells him: "You're the only one, Joe". Unable to collect from the frightened, sickened student, he sleeps in the all-night theatre.

The next morning, he spots Ratso again through the window of a streetside cafe - his overjoyed look of recognition quickly becomes one of vengeful hate, and he demands justice. Feeling guilty, and also fearing a beating, Ratso defends himself from being physically hit: "Come on now, I'm a cripple." Impoverished, he has spent all of Joe's money and is basically broke himself. Joe offers him some "free medical advice" for his hacking tubercular cough while referring to his night with O'Daniel: "You just keep your damn mouth shut about that night."

Revealing warmth under his sleazy facade, Ratso invites Joe to share the filthy condemned, East Village tenement building where he lives: "The X on the windows means the landlord can't collect rent, which is a convenience, on account of it's condemned." As they are filmed through imprisoning chain-link fence, he leads them around to the back entrance:

Got my own private entrance here. You're the only one who knows about it. Watch the plank. Watch the plank. Break your god-damn skull. No way to collect insurance.

His upstairs room is decorated with a Florida tourist poster and an advertisement for Florida Orange Juice. Joe carries a heavy icebox up the many flights to help keep cockroaches away from perishables. Ratso comments on the demolition-bound squalor of the building: "It's not, not bad, huh? There's no heat here, but you know, by the time winter comes, I'll be in Florida." Joe takes a nap on Ratso's bed, where a small picture of Christ hangs on the wall. A more frightening, complete flashback of he and his girlfriend's seizure and rape is visualized in his dreams. The vivid nightmare awakens him in the dark, abandoned building - in a room Ratso has lit with small church candles (the electricity and heat were turned off long ago).

Joe is distrustful of Ratso, not knowing his motivation: "You want me to stay here. You're after somethin'. What are you after? You don't look like a fag." Ratso - who despises his nickname, desperately asserts some pride and dignity with what is left to him - Rico, his true name:

You know, in my own place my name ain't Ratso. I mean, it just so happens that in my own place, my name is Enrico Salvatore Rizzo...At least call me Rico in my own god-damn place.

But Joe refuses to do so. A bond begins to grow between them as Ratso teaches Joe the rules of the game. Together, they commit petty crimes, including hustling a street vendor selling fruits and vegetables (and coconuts) so that they can occasionally "shop" to get food to eat. Back inside the tenement building, Ratso has his own dreams for the future - he fantasizes about idyllic Florida, while cooking dinner in a frying pan over a canned heat stove:

The two basic items necessary to sustain life are sunshine and coconut milk. Did you know that? That's a fact. In Florida, they got a terrific amount of coconut trees there. In fact, I think they even got 'em in the, uh, gas stations over there. And ladies? You know that in Miami, you got, uh, you listenin' to me? You got more ladies in Miami than in any resort area in the country there. I think per capita on a given day, there's probably, uh, three hundred of 'em on the beach. In fact, you can't even, uh, scratch yourself without gettin' a belly-button, uh, up the old kazoo there. (He takes a bite of the hot food)

Angered that his new and only friend criticizes the food ("Smells worse hot than it did cold"), Ratso threatens: "All right, startin' tomorrow, you cook your own god-damn dinner. Or you get one of your rich Park Avenue ladies to cook for you in her penthouse."