This film is a poignant, wistful story of what happens when people form relationships without commitment.  Reese McHenry is the owner of a clothing store who, in 1966, hires Carol Fitzsimmons to work for him as a seamstress. Carol is a widow, and Reese's wife is in a coma; both are lonely, and they begin a habit of going to the movies every Wednesday afternoon. Reese is unable to commit to anything before a romantic relationship as long as his wife is alive, despite his feelings for Carol, and their love remains in a state of limbo for the next 30 years. Meanwhile, Reese's son Tom and Carol's daughter Katherine  become romantically involved with no knowledge of their parent's relationship, but Tom's unwillingness to commit mirrors his father's own failings.

The original title was "Tennessee Valley", but a film crew could not be found in the desired area in Tennessee. Production was moved to Austin, Texas, and the project was renamed. However, a European release was called "Tennessee Valley".

In an interview director Peter Masterson joked about the Pulitzer Prize-winning playwright, whom he first directed in 1995 in "Lily Dale", a Showtime movie of a Foote work of the same name - "Sam is an enigma just like his writing."

Houston Chronicle article, 12/10/1996:
"This is a very romantic piece and kind of a sad story, but there's a lot of humor in it, too," Masterson said during a break in filming at a farmhouse that depicts the home of Shepard's character. That came near the end of the 25-day shoot - about half the time spent on most movies. "The Only Thrill" is modestly budgeted, despite its big-name cast.

Frequent shifts in locales added a burden, along with the fact that the characters age 30 years. Shepard and Keaton needed up to two hours for makeup.

Shepard almost feels like he's a Texan, too, having also worked here in such films as "The Streets of Laredo", "The Good Old Boys", "Raggedy Man" and "Resurrection."  He is certainly well-versed in Texas highways. Though he once starred in "The Right Stuff" as test pilot Chuck Yeager, Shepard refuses to fly. So he drives himself to his film sites, which in this case meant a long trip from rural Virginia.

""I love Austin," Shepard said, chewing a sandwich as he looked toward the west. ""Houston? That's 156 miles," he said, nodding down the road as if giving his home address. A director, screenwriter and playwright, Shepard was drawn to this project by the script of Larry Ketron, who adapted it from his play "The Trading Post."

"I like the way the relationships are drawn - the subtlety of it," Shepard said. "Genuine love stories without sentimentality and gushing are difficult to find." He said playing a character across 30 years "is tough - a great challenge." But working with Keaton again "is a dream."

Ketron's original title for "The Only Thrill" was "Tennessee Valley", where the story took place. But Masterson deemed that shooting there was unfeasible. ""There are no film crews around there, and we wanted to use local crews as much as possible to cut down on costs," he said. ""So I suggested Austin, and we found everything here."  With its new title, the tale is now set in Texas. Vintage black Texas license plates are on the 1966 Cadillac convertible driven by Shepard's character.

The locations included a ranch overlooking the Pedernales River and a theater in Lockhart. The leased farm home being used for this day's scenes already had much of the furniture and style needed to convey the '60s, without much dressing of the set. For the scene, Shepard's character arrives to hear news about Vietnam on the radio while his cook prepares dinner. Shepard goes over the shot in exacting detail.

"Did they have twist-offs yet?" he asks when handed a prop beer bottle. Then he suggests ways to rework the scene.

Masterson expects a company such as Miramax or Fine Line to pick up the film for distribution, but hopes it won't be solely an "art house" movie. ""I hope it'll cross over (to mainstream theaters)," Masterson said. "It appeals to an intelligent audience. But it's also a very romantic piece, and Keaton and Sam are fantastic together. We're excited about that."

"The script makes it easier," Shepard said. "The predicaments are so clear that you don't have to pump them up with a lot of artificial stuff. The situation takes over. There's a truth in here, and that's what it's all about."

Kevin Thomas, LA Times:
"The Only Thrill" proves to be a poignant, contemplative drama about lost chances with luminous portrayals by a perfectly matched Diane Keaton and Sam Shepard, who were first teamed in 1987's "Baby Boom"...  The chiseled, laconic Shepard is the actor of choice if you want reticence in spades, but he goes beyond that to show us a man shriveling up before our eyes, seeming to grow literally smaller... Frankly, it's hard to imagine the film working without Shepard, who can suggest so much that's knotted up behind a stoic facade. "The Only Thrill" offers him one of his most substantial screen roles, right up there with Volker Schlondorff's neglected 1991 "Voyager."

Movieguide.org:
This isn’t the first time Diane Keaton as Carol and Sam Shepard as Reece have worked together, and it shows. These veterans give radiant performances as a couple of people who age right before our eyes. Their makeup is wonderful, but their acting is superb... Whe the film jumps to 1990, Shepard does a startling job revealing how our sins bind us over time. His character has withdrawn from life almost entirely, his shop is a mess, and he spends his time doing very little."

Marjorie Baumgarten, Austin Chronicle:
Shepard and Keaton (who have appeared together before in "Baby Boom" and "Crimes of the Heart") are pleasing and believable as the stunted lovers, especially when enacting their early middle-aged bloom.

Glenn Whipp, Daily News:
It's a small, quiet movie with the kind of subject matter that will appeal to fans of the Lifetime cable channel. That the movie rises above melodrama is in large part due to its fine cast, which includes Shepard, Diane Keaton, Robert Patrick and Diane Lane.

William Arnold, Seattle Post-Intelligencer:
Texas-born director Peter Masterson ("The Trip to Bountiful'') gets reasonably solid performances from his cast and he's able to give many of his scenes just the right directorial touch to make them come alive.

John Hartl, The Seattle Times:
While the treacly opening/closing song reminds us that "you don't save love for a rainy day," Shepard does such a skillful job of portraying Reece's gradual emotional deadening that the sentiment has some force.

Alison Macor, Austin American-Statesman:
An ensemble piece by definition, "The Only Thrill" benefits most from the combined talents of Shepard and Keaton. Keaton's eccentric mannerisms are toned down here and played against Shepard's quiet strength. The pairing works well and creates believable romantic tension, which is particularly effective in the film's last act.

Robert Philpot, Fort Worth Press-Telegram:
As soon as Keaton opens her mouth, you know that she's going to give the movie most of its juice. She's as winsome as ever, but she tones down her flightiness to fit Masterson's low-key directorial style. Carol is like Keaton's down-to-earth wife/mother from the "Father of the Bride" movies, dropped into a story where she's trying to make her man show emotion instead of trying to keep him from flying apart. And if Keaton adapts to Masterson's domain, Shepard makes it seem like his native habitat: Always a bit distant, he's so clench-jawed here that he could engage Peter Fonda in a "Ulee's Gold" strong-and-silent-type contest. He has worked with Masterson before, and his performance is more a masterpiece of casting than of acting.