Con man Moses Pray (Ryan O'Neal) meets 9-year-old Addie Loggins (Tatum O'Neal) at Addie's mother's graveside service, where the neighbors suspect he is Addie's father. He denies this, but agrees to deliver the orphaned Addie to her aunt's home in St. Joseph, Missouri.
At a local grain mill, Moses convinces the brother of the man who accidentally killed Addie's mother to give him two hundred dollars for the newly orphaned Addie. Addie overhears this conversation and, after Moses spends nearly half the money fixing his used Model A convertible, later demands the money; whereupon Moses agrees to travel with Addie until he has raised two hundred dollars to give to her. Thereafter Moses visits recently widowed women, pretending to have recently sold an expensive, personalized Bible to the deceased husband, and the widows pay him for the bibles inscribed with their names. Addie joins the scam, pretending she is his daughter, and exhibits a talent for confidence tricks, cheating a cotton candy vendor out of a large sum of money. As time passes, Moses and Addie become a formidable team.
One night, Addie and "Moze" (as Addie addresses him) stop at a local carnival, where Moze becomes enthralled with an "exotic dancer" named Miss Trixie Delight (Madeline Kahn), and leaves Addie at a photo booth to have her photograph taken alone (of herself sitting on a crescent moon, to suggest the film's title). Much to Addie's chagrin, Moze invites "Miss Trixie"—and her downtrodden African American maid Imogene (P.J. Johnson)—to join him and Addie. Addie soon becomes friends with Imogene and becomes jealous of Trixie. When Addie subsequently discovers that Moze has spent their money on a brand-new car to impress Miss Trixie, she and Imogene devise a plan. They convince a clerk at the hotel the group are staying at to pay a visit to Trixie, and Addie sends Moze up to Trixie's room where he discovers the clerk and Trixie having sex, whereupon Moze leaves Miss Trixie and Imogene behind, while Addie leaves Imogene enough money to pay for her own passage home.
At a hotel in Kansas Moze finds a bootlegger's store of whiskey, steals some of it, and sells it back to the bootlegger. Unfortunately the bootlegger's brother is the sheriff, who quickly arrests Moze and Addie. Addie hides their money, steals back the key to their car, and the pair escape. To elude pursuit, they trade their new car for a decrepit Model T farm truck after Moze beats a hillbilly in a "wrasslin' match." The sheriff finds them in Missouri and, unable to arrest Moze, he and his cohorts beat and rob him. Humiliated, Moze drops Addie at her aunt's house in St Joseph but Addie, disappointed, rejoins him on the road. When he refuses her company she reminds him that he still owes her two hundred dollars and reveals that his truck has rolled away without him, whereupon they leave together.Ryan O'Neal as Moses "Moze" Pray
Tatum O'Neal as Addie Loggins
Madeline Kahn as Trixie Delight
John Hillerman as Deputy Hardin/Jess Hardin
Burton Gilliam as Floyd
P.J. Johnson as Imogene
James N. Harrell as The Minister
Noble Willingham as Mr. Robertson
Yvonne Harrison as The Widow Bates (Marie)
Randy Quaid as Leroy
Hugh Gillin as 2nd Deputy
The film project was originally associated with John Huston and was to star Paul Newman and his daughter, Nell Potts. However, when Huston left the project, the Newmans became dissociated from the film as well. Peter Bogdanovich had just completed What's Up, Doc? and was looking for another project when his ex-wife and frequent collaborator Polly Platt recommended filming Joe David Brown's script for the novel Addie Pray. Bogdanovich, a fan of period films, and having two young daughters of his own, found himself drawn to the story, and selected it as his next film.
At the suggestion of Polly Platt, Bogdanovich approached eight-year-old Tatum O'Neal to audition for the role although she had no acting experience. Bogdanovich had recently worked with Tatum's father Ryan O'Neal on What's Up, Doc?, and decided to cast them as the leads.
Various changes were made in adapting the book to film. Addie's age was reduced from twelve to nine to accommodate young Tatum, several events from the book were combined for pacing issues, and the last third of the novel, when Moses and Addie graduate to the big leagues as con artists after going into partnership with a fake millionaire, was dropped. The location was also changed from the rural south of the novel – primarily Alabama – to midwestern Kansas and Missouri.
The film was shot in the small towns of Hays, Kansas; McCracken, Kansas; Wilson, Kansas; and St. Joseph, Missouri. Various shooting locations include the Midland Hotel at Wilson, Kansas; the railway depot at Gorham, Kansas; storefronts and buildings on Main Street in White Cloud, Kansas; Hays, Kansas; sites on both sides of the Missouri River; Rulo Bridge; and Saint Joseph, Missouri.
The car Moses is driving when he agrees to take Addie home is a 1930 Ford Model A convertible; the car Moses buys to impress Miss Trixie is a 1936 Ford V8 De Luxe convertible. The whiskey being sold by the bootlegger shown toward the end of the film is Three Feathers blended whiskey, a label introduced by Oldtyme Distilling Corp. in 1882 and still produced up to the 1980s. The fruit-flavored soda drunk by Addie is from Nehi Soda, by a company founded as Chero-Cola in 1910, in 1925 renamed Nehi Corporation, which became Royal Crown Company, then Dr Pepper/Seven Up, then Dr Pepper Snapple Group.
Peter Bogdanovich also decided to change the name of the film from Addie Pray. While selecting music for the film, he heard the song It's Only a Paper Moon (by Billy Rose, Yip Harburg, and Harold Arlen). Seeking advice from his close friend and mentor Orson Welles, Bogdanovich listed Paper Moon as a possible alternative. Welles responded – "That title is so good, you shouldn't even make the picture, you should just release the title!" Bogdanovich added the scene in which Addie has her picture taken in a paper moon solely so the studio would allow him to use the title.
Director of photography László Kovács used a red filter on the camera on Orson Welles' advice. Bogdanovich also used deep focus cinematography and extended takes in the film.
The movie earned an estimated $13 million in North American theater rentals in 1973.
It currently holds a 90% approval rating from critics, based on 22 reviews, at Rotten Tomatoes. While Vincent Canby of the New York Times found the juxtaposition of the saccharin-sweet plot with Laszlo Kovacs' stark black-and-white images of Depression-era poverty unsettling, Roger Ebert, who gave the film his top rating, found the mix to be the film's greatest virtue.
Tatum O'Neal won the 1973 Academy Award for Best Supporting Actress for her role as Addie, making her, at age 10, the youngest competitive winner in the history of the Academy Awards. Co-star Madeline Kahn was nominated for the same award. The film itself was nominated for Best Sound (Richard Portman, Les Fresholtz) and Best Adapted Screenplay (Alvin Sargent). Tatum O'Neal was also nominated for a Golden Globe Award for Best Actress – Motion Picture Musical or Comedy, and Ryan O'Neal was nominated for a Golden Globe Award for Best Actor – Motion Picture Musical or Comedy.
In September 1974, a television series called Paper Moon, based on the film, premiered on the ABC television network, with Jodie Foster cast as Addie and Christopher Connelly (who had appeared as O'Neal's brother in the earlier ABC series, Peyton Place) playing Moses. It was not a ratings success and the series was canceled in January 1975.