3 Women Robert Altman

The Quiet Terror of Robert Altman’s “3 Women”

Cover image by Eric White // 1973 Ford Pinto with Tanguy Sky (3 Women) // 2011 oil on canvas 40 x 60 inches // Instagram: @e_whitey

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Let’s get this out of the way right from the get-go: Robert Altman’s 3 Women is the best horror movie that you’ve probably never seen. It’s so good, in fact, that esteemed film critic Roger Ebert of the Chicago Sun-Times named it as his favorite film of 1977 (and that was the year Star Wars came out).

But I have to be honest, it’s not really a horror movie in the conventional sense of the word. You won’t find any zombies, vampires, or hockey mask-wearing killers anywhere in this film. There’s a little bit of blood—so minimal I almost didn’t mention it—but that’s about it. On the surface, 3 Women seems like it’s just another late-1970s art-house character study, but its deep exploration of theme sets it above the rest and turns it into a phenomenal film. 3 Women dives headfirst into the subtle terror of personality theft, identity, and the idea of losing your sense of self to someone else.

Now, that may sound like existential claptrap, and 3 Women is exactly that to a certain extent, but don’t let that deter you. 3 Women is a mesmerizing, unconventional, and uniquely haunting experience—in the vein of mid-century author Shirley Jackson (We Have Always Lived in the Castle)—from one of American cinema’s greatest auteurs.

When the film debuted in 1977, it was well-received by critics, but eclipsed by some of the year’s more audience-pleasing films: the aforementioned Star Wars, Close Encounters of the Third Kind, Saturday Night Fever, and Annie Hall, to name a few.

But 3 Women deserves a resurgence. It deserves your attention. It deserves to be recognized as a horror masterpiece.

The Dream

Sissy Spacek and Shelley Duvall in "3 Women"
Pinky Rose (Sissy Spacek) and Millie Lammoreaux (Shelley Duvall).

Late one night in the mid-1970s, Robert Altman—the director behind M*A*S*H (1970) and Nashville (1975)—thought his wife was going to die. After rushing her to the hospital at 4:00 AM, he returned home to get some much-needed rest. That’s when he had a series of lucid dreams that would eventually become 3 Women. Altman dreamed the title, the location (Palm Springs), and two of the film’s main actresses—Sissy Spacek and Shelley Duvall. He even dreamed the film’s central theme: personality theft. Altman would wake up, jot down a few notes, and then go back to sleep to create more of the movie in his dreams. The next morning, he phoned two business associates to start location scouting. But that’s when Altman really woke up. The waking up and going back to sleep hadn’t been real. The phoning of the business associates hadn’t been real. All of it had been a dream.

“He had a dream on Saturday night,” said actress Shelley Duval, one of the stars of 3 Women, “and he called me the next morning to tell me about it. His wife was in the hospital for an operation and he was alone, and he had written down all of it that he could remember. I knew from the minute he started talking about Millie that I wanted to be her. I just trust him.”

When Altman was asked in later interviews why he thought he’d had this dream, he contributed it to the stress of his wife being in the hospital and the sand that his son had tracked into his bed after playing at the beach, which made him envision the desert.

Two days later, after developing the idea further, Altman stopped by Fox Studios on his way out of town to pitch the film, and they gave him the go-ahead to proceed with his idea. For the man who had made the smash hit M*A*S*H, it really was that easy. He teamed up with writer Patricia Resnick (9 to 5) to develop a 50-page outline that would serve as a blueprint for the filmmakers when they were on location.

The Story

Sissy Spacek and Shelley Duvall in "3 Women"
Millie Lammoreaux (Shelley Duvall) and Pinky Rose (Sissy Spacek) in an early scene from 3 Women.

3 Women tells the story of Pinky Rose (Sissy Spacek), a small-town Texas girl who gets a job at a Palm Springs’ geriatric center. After a short time on the job, Pinky begins to emulate her coworker and roommate, Millie Lammoreaux (Shelley Duvall) to the point of stealing her personality. The irony here is that Millie’s personality is just a hodgepodge of things she’s read about in women’s fashion magazines. Pinky, not knowing any better, thinks Millie is the bee’s knees.

Millie shows Pinky around town, and they venture out to Dodge City, a locals-only saloon next to an abandoned mini-golf course, where they ride motorcycles outback, practice target-shooting, and drink ice cold beer. It’s here that they meet up with the mysterious and pregnant muralist Willie Hart (Janice Rule) and her womanizing husband Edgar (Robert Fortier). The Harts own the apartment building where the Millie and Pinky live and the Dodge City saloon where they all hang out.

Tensions rise as Pinky slowly starts to incorporate pieces of Millie’s personality and behavior into her own. One night, when Millie and Edgar are going to hook up behind Willie’s back, Pinky jumps from the second-floor balcony of their apartment building, interrupting their tryst. Pinky ends up in a coma for two weeks, and, when she emerges, she has completely embodied Millie’s personality.

From there, 3 Women more overtly explores the three stages of womanhood—girl, mother, and grandmother—in an eerie and sometimes violent path to the film’s disquieting conclusion.

“1 woman became 2
2 women became 3
3 women became 1.”

The Making of 3 Women

Robert Altman on the set of "3 Women"
Robert Altman poses in front of a “sexual monster” on location in Palm Springs.

When you watch 3 Women it seems like it’s a completely written script from start-to-finish with every beat finely tuned, but looks can be deceiving.  

“The only thing that I dreamed,” said Altman, “was the title, who was in it, and where it took place. And the rest I kinda winged as I went along.”

During location scouting, they discovered a spa where the elderly residents of Palm Springs would go for physical therapy. “Oh,” said Altman after seeing the location, “that’s where she works.” Initially, Millie and Pinky were going to work as film editors.

When the production crew stopped by a roadside frozen-beverage joint, two of the waitresses were twins. Altman said, “I want those girls in the film.” And when on-set accidents occurred—like Millie’s dress getting caught in the door of her yellow Ford Pinto—Altman decided to keep them in the final cut and turn them into recurring comedic motifs.

For Millie’s diary, which is heavily referenced and used throughout the film, Altman asked Shelley Duvall to write it on a whim, not knowing how important it would become to the arc and central theme of the entire movie. Duvall wound up writing Millie’s monologues, recipes, shopping lists, and she even chose Millie’s clothing, make-up, and apartment furnishings.

“Ever since you moved in here you’ve been causin’ me grief. Nobody wants to hang around you. You don’t drink, you don’t smoke. You don’t do anything you’re supposed to do!”

—Millie Lammoreaux

It’s easy to see why Duvall would later clash with the notoriously stringent Stanley Kubrick on the set of The Shining, which was her next picture after 3 Women. You can watch their behind-the-scenes interactions in a 35-minute-long documentary called Making ‘The Shining.’

“When we began [3 Women],” said 26-year-old mural artist Bodhi Wind (more on him later), “[Altman] gave us a treatment that is barely recognizable now, although the psychological exchange of personalities was there.”

Even things like the hot temperatures of Palm Springs—which peaked at 120 degrees during filming—impacted shooting with Altman remarking that they, “Got to the tempo of the temperature.”

The Casting

Shelley Duvall in "3 Women"
Millie Lammoreaux (Shelley Duvall) behind the wheel of her yellow Ford Pinto.

“Sissy Spacek, who plays Pinky, of course, was like a soul that had appeared on the planet and said ‘How do I make myself a person?’” said Robert Altman on casting Spacek. “And she was doing it by mimicking Millie. It’s like an alien that goes, ‘How will I hide myself in this world? Oh, I’ll become that person.’”

Early on in 3 Women, Spacek’s acting is reminiscent of her performance in Terrence Malick’s Badlands (1973)—a naïve, but sweet young girl who lacks direction and familial support. After she fully embodies the personality of Millie, however, Spacek displays an impressive transformation into a head-strong, independent, and sexy woman.

Describing her acting, Altman called Spacek, “The best thing to come along the pike since hash.”

“When I first met Bob Altman,” said Shelley Duvall, “a few days later he asked me, ‘How’d you like to be in a movie?’ I said, ‘But I’m not an actress,’ and he said, ‘Yes, you are,’ and I said, ‘No, I’m not.’ I knew nothing about acting. I’d never even seen a play.”

Duvall eventually caved into Altman’s request and she took her first flight to Hollywood where she signed a five-year, three-picture deal. And thus began one of the most influential pairings in 1970s cinema. Duvall’s first film with Altman was Brewster McCloud (1970), which was followed by a string of critical darlings:  McCabe & Mrs. Miller (1971), Thieves Like Us (1974), and Nashville (1975).

But Duvall is a revelation in 3 Women. Her delivery is pitch-perfect, and since she developed the character of Millie from the bottom up, the role fits her like a glove. It’s easy to see why she won Best Actress at the 1977 Cannes Film Festival for her performance.

The Murals and Music

Sissy Spacek in "3 Women"
Pinky (Sissy Spacek) studies a disturbing mural by Bodhi Wind.

3 Women prominently features a series of freakish, but beautiful, paintings of reptilian creatures by artist Bodhi Wind. Altman called them, “Sexual monsters that reinforced or filled in that dream idea.”

To paint them, Wind had to work at night, because his paints would boil in the Palm Springs’ heat when he attempted to paint during the day.

The character of Willie is seen painting these murals on walls or on the bottom of pools throughout the movie. What they represent is never made entirely clear, but Wind said, “My style is part of the stark desert quality. I think one of the things 3 Women is about is that whole interplay of life and death on the desert, where at first everything appears to be dead and barren and then gradually you see things are alive.”

The score is an atonal, jazz-inspired piece by composer Gerald Busby. The juxtaposition of Busby’s score and Wind’s murals heightens the dissociative quality of the movie and sets the tone for the audience’s unease from moment one.

This is Palm Springs like you’ve never seen or heard it.

The Dream Within

Janice Rule in "3 Women"
Willie Hart (Janice Rule) paints a mural on the bottom of a swimming pool.

I wasn’t alive in 1977—I was born in 1985—but I can tell you with the utmost certainty that 1977 didn’t look like it does in 3 Women. The color palette, consisting of mostly yellows, purples, teals, and pinks, lends the film an otherworldly quality. I recognize this desert locale, these people, and I understand what they’re doing, but everything seems slightly askew—it feels like a dream on the verge of becoming a nightmare.

There are many unanswered questions in 3 Women, but that’s the joy of the experience. This is a movie that truly makes you think about the central theme and the construction of the movie in a deep and profound manner.

There is one misstep in the movie, however. It features an extended dream sequence near the film’s conclusion that outstays its welcome, but the sheer greatness of everything else before makes it dismissible.

Have you ever been so close to someone that you know what they’re going to say next? Share the same mannerisms? Food? Cigarettes? Or even sexual partners? It’s a rare form of intimacy, but 3 Women lives in this space and exploits it. It’s a moment between thought and action, where you’re not sure where you end and another person begins, where someone else can be you better than you can, and a whisper is louder than a scream.

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