“I had a dream last night,” says a boy. “We had the same dream,” an oddly similar voice replies. Renowned ambient musician, Geir Jensen, using the moniker of Biosphere, loops this exchange in his spectral and cosmic “Phantasm.” Robert Altman had a dream one night and made 3 Women (1977). If you know the film, you probably know that it stems from a dream.1 Altman had around the time he produced Welcome to L.A. (Alan Rudolph, 1976) and The Late Show (Robert Benton, 1977). Because of its oneiric origins, 3 Women not only has a haunted circularity like “Phantasm,” but also a destabilizing, dread-inducing indeterminacy, leading you to say out loud or to yourself: what exactly am I watching?

Spending time away from the film and looking at it from a distance, 3 Women doesn’t seem that peculiar. Or rather, the story doesn’t. Pinky Rose (Sissy Spacek) is a young woman – who looks and acts even younger – who starts working at a rehabilitation clinic in Palm Springs, California. It’s her first job after moving away from her home state, Texas, and she doesn’t know anyone. Pinky takes a shining to a colleague who’s also from Texas, Millie Lammoreaux (Shelley Duvall), so much so that she becomes Millie’s roommate in her one-bedroom apartment. Millie shows Pinky her way of life and her favorite hangout spot, Dodge City, a deteriorating Western set, complete with bar, shooting range, and dirt bike trail in the middle of the desert. A one-time stand-in (“stunt double,” he corrects) for Hugh O’Brien, and decked out in casual cowboy regalia with hat, boots, and pistol, Edgar (Robert Fortier) owns the pleasure dome as well as the apartment complex Millie and Pinky live in. Slinking around the apartments and Dodge City is Edgar’s pregnant wife, Willie (Janice Rule). Silent and stealthy, wearing a light brown hat and a billowy white dress, she paints murals of mutant figures that feature male and female genitalia on reptilian bodies.2 3 Women is not so out of the ordinary so far.

It’s when you spend time ‘in’ the film, however, that 3 Women becomes strange. Right from the start, 3 Women induces stress with Gerald Busby’s suggestive, atmospheric, atonal score. At times, it is not only reminiscent of Jorge Arriagada’s music in Raoul Ruiz’s films, but also John Williams’ score for Altman’s Images (1972), a film that complements 3 Women. More so than the music, what pushes the film into the oneiric and expressive are the many doublings and couplings in the film: Edgar and Willie, Pinky’s parents, Pinky and Millie. At the clinic, people interact in pairs. A single aid assists a single patient. Identical twins keep to themselves. A doctor (Craig Richard Nelson) and an assistant (Sierra Pecheur) are secret lovers.3

That the film is called 3 Women throws these tidy pairings off-balance. For a film about the reflection of things, of shifting appearances, personalities, and identities, windows and mirrors become important and reoccur throughout the film as motifs. When we first see Pinky, expressing so much with her inexpressiveness, she’s staring through a window at Millie helping a patient into the clinic’s pool. Like an apt pupil, Pinky observes this specimen, seeming to internally record her every move. When introduced to Millie, Pinky’s face melts. A fawning desire flashes across her wide-open eyes and big smile. In the locker room, Millie spruces herself up before a mirror. Beside the mirror stands Pinky gazing longingly at Millie. It isn’t a sexualised look: she looks up to her. Pinky wants to be Millie. With the mirror, the two shot becomes a three shot with Pinky, Millie, and Millie’s reflection.

Yet Pinky has a kind of tunnel vision. On a lunch break, she sits by herself, but has a good view of Millie in the midst of a gang of male interns at a hospital next door to the clinic. Millie talks and talks. The words aren’t important. She waxes on about consumer products to anyone within her earshot, to their disinterest. Millie tries to fit in, tries to woo men, but she comes off as awkward, behaving the way she thinks she ought to. Pinky doesn’t notice Millie’s lack of social grace. It’s not a concern, for she only has eyes for her.

Eventually, Pinky does ‘become’ Millie, maybe even a better copy. After coming out of a coma from an attempted suicide, Pinky’s personality changes. She wears makeup, paints her toenails, smokes, and sleeps with Edgar. It’s at this point the film transforms the dynamics between the two. Now we’re looking at Pinky (who screams when called this, stressing her birth name, Mildred, which also happens to be Millie’s) from Millie’s perspective. Stunned, Millie looks on at Pinky’s radical change. Pinky behaves as if she were Millie and treats Millie as if she were Pinky.

The last and third part of the film shifts to Willie, re-orienting her relation to Pinky and Millie. With Edgar out of the picture (dying off-screen due to one of his firearms accidentally going off), the three form a family. Pinky is the child. Wearing her clothing and makeup, Millie is now Willie. And that leaves Willie as a second mother or father. The film pans and zooms out from their dusty, secluded home, stopping on a heap of forlorn tires. Untethered to the rest of the film, this last section is Altman’s gift for the viewer to make meaning out of. Once upon a time, Altman had a dream. We had the same dream.


3 Women (1977 USA 124 mins)

Prod. Co: Lion’s Gate Films Prod: Robert Altman Dir: Robert Altman Scr: Robert Altman, Patricia Resnick [Uncredited] Phot: Chuck Rosher Ed: Dennis Hill Mus: Gerald Busby Prod Des: James D. Vance Snd: Chris McLaughlin

Cast: Shelley Duvall, Sissy Spacek, Janie Rule, Robert Rortier, Ruth Nelson, John Cromwell, Sierra Pecheur, Craig Richard Nelson



  1. Altman has told variations of 3 Women’s beginnings, but a substantial account can be found here: Graham Fuller, “Altman on Altman” in Robert Altman: Interviews, David Sterritt, ed. (Jackson: Mississippi University Press, 2000), p. 194-195.
  2. The murals are by the late Bodhi Wind.
  3. An exquisite and exquisitely brief moment shows the assistant holding the Doctor’s elbow while they’re walking. As soon as she spots Millie and Pinky, she immediately lets go.

About The Author

Tanner Tafelski is an MA student at New York University. He is also a freelance critic who has written for Afterimage, Brooklyn Magazine, Desistfilm, Film Comment, Hyperallergic, Indiewire, and MUBI Notebook.

Related Posts