3 WOMEN is one of Robert Altman's best and most personal films as well as one of his strangest from the 1970s, his most productive period. Shelley Duvall, Sissy Spacek, and Janice Rule star as a trio whose divergent personalities first clash, then intertwine and finally merge in a complex

psychological story of transference and dependence.

Newly arrived in a Southern California desert community from Texas, timid Pinky Rose (Sissy Spacek) gets a job at a rehabilitation center for the elderly. She's trained by another Texan, Millie Lammoreaux (Shelley Duvall), whom she eventually moves in with and comes to idolize, despite the fact

that Millie s supposed popularity and image as a swinger is an obvious charade. Millie introduces Pinky to her friends Edgar (Robert Fortier) a former TV stuntman, and his silent, pregnant wife Willie (Janice Rule), who spends all of her time painting giant, erotically-charged tableaux. One night,

after a dinner party planned by Millie is scuttled, the two roommates argue. Pinky jumps into the swimming pool and is taken to the hospital, where she lapses into a coma. When Pinky awakens from her coma, she doesn't recognize her parents and when she moves back in with Millie, she becomes the

dominant one, callously ordering Millie around, sleeping with Edgar, and calling herself by her real first name, Mildred.

Numerous films are described as being "dreamlike," but 3 WOMEN, which Altman based on a dream he had about two women who meet in the desert, is one of the very few that truly is. Its mysterious story and abstract imagery possess the crystalline clarity as well as the incoherence of a dream, and it

is open to myriad interpretations. Altman's films are all about layers: visual, aural, and thematic, and 3 WOMEN is one of the richest examples of that. Visually, Altman superbly employs his patented exploratory use of combination zooms and tracking shots, packing the widescreen frame with dense

images in which water symbolizing the life cycle of fertility, birth, and death is prominently featured. A film such as this, which relies on mood, atmosphere, and ideas, rather than plot, depends on its acting to be effective, and the entire cast is extraordinary, with Shelley Duvall and Sissy

Spacek both giving their finest performance ever. Duvall is marvelous as the self-deluded Millie, who's ignored by everyone except Pinky as she babbles on endlessly about TV commercials, recipes she s gotten from magazines and her (non-existent) social life. The actress brilliantly makes Millie a

pathetic yet gallant creature, making the film itself, and her transformation into a matriarchal figure, profoundly moving.