The story came directly from a dream Altman had, which he adapted into a treatment, intending to film without a screenplay. 20th Century Fox financed the project on the basis of Altman's past work, and a screenplay was completed before filming.
The film was screened at the 1977 Cannes Film Festival. It received positive reviews and a few awards, including the Cannes Best Actress Award for Duvall. Interpretation of the film has involved use of psychoanalysis and discussion of identity.
Pinky Rose, a timid and awkward young woman, begins a job at a health spa for the elderly in a small California desert town. There, she becomes enamored of Millie Lammoreaux, a confident and talkative employee. Both natives of Texas, the two begin to develop a friendship and, in spite of their stark personality differences, decide to become roommates. Pinky moves in with Millie at the Purple Sage Apartments, owned by a has-been cowboy, Edgar Hart, and his wife Willie, a mysterious pregnant woman who paints striking and unsettling murals.
Millie takes Pinky along on her evening visits to Dodge City, a local tavern and shooting range also owned by Willie, where Millie talks incessantly. Tensions begin to rise between Pinky and Millie over their living situation. One night, when Millie prepares a dinner party for friends who fail to show up, she gets into a fight with Pinky and leaves the apartment, only to return with a drunk Edgar, and the two have sex. Pinky, distraught, jumps off the apartment balcony into the swimming pool.
Pinky survives the suicide attempt but goes into a coma. Millie, feeling responsible, begins to visit Pinky daily. When Pinky still doesn't wake up, Millie contacts and invites Pinky's parents in Texas to see if their presence will awaken her. She wakes up, but does not recognize her parents and furiously demands that they leave. Once sent home to live with Millie again, Pinky begins to exhibit increasingly uncharacteristic behaviors— she begins drinking and smoking, has an affair with Edgar, insists on being called "Mildred," and spends her time at the shooting range, just as Millie had.
Millie becomes increasingly frustrated by Pinky's imitative shift in personality, and begins to exhibit Pinky's timid and submissive personality herself. One night after Pinky has a bad dream, represented through an abstract montage of Millie crying and Willie's bizarre murals, a drunk Edgar enters their apartment and awakens them, initially making moves on Pinky before casually telling them that Willie is about to give birth. The two drive to Edgar and Willie's farmhouse, where Willie is alone and in labor. Her baby is stillborn, as Pinky does not seek medical help during the delivery as Millie told her to. Millie slaps Pinky in anger.
The film ends with Pinky and Millie, who are now working at Dodge City; a delivery vendor at the tavern refers to Edgar's "gun accident" when talking to Millie, who seems unaffected by it. Pinky appears to have reverted to her childlike timidity; she refers to Millie as her mother. Pinky and Millie leave the tavern and walk to Willie's farmhouse, where the three begin to prepare dinner together. The final shot pans to a pile of tires buried in the dirt, implied to be Edgar's resting place.
Director Robert Altman conceived of the idea for 3 Women while his wife was being treated in a hospital, and he was deeply concerned as to whether she would die. During a restless sleep, he had a dream in which he was directing a film starring Shelley Duvall and Sissy Spacek in an identity theft story, against a desert backdrop. He stated he woke up mid dream, jotted notes on a pad, and went back to sleep, receiving more details.
Upon waking up, he wanted to make the film, although the dream had not provided him with a complete storyline. Altman consulted author Patricia Resnick to develop a treatment, drawing up 50 pages, initially with no intent to write a full screenplay. Ingmar Bergman's 1966 film Persona was also an influence on the film.
Altman secured approval from 20th Century Fox, which supported the project on the basis of the success of his 1970 film MASH. Studio manager Alan Ladd Jr. also found the story idea interesting, and respected the fact that Altman consistently worked within his budget in past films, as this was before Altman's 1980 film version of Popeye considerably exceeded its initially approved budget.
The film was shot in Palm Springs, California. Although a screenplay was completed, actresses Duvall and Spacek employed much improvisation, particularly in Duvall's silly ramblings and advice on dating. Altman also credited Duvall with drawing up her character's recipes and diary.
For Willie's paintings, the filmmakers employed artist Bodhi Wind, whose real name was Charles Kuklis. The cinematographer, Chuck Roscher, worked with the intense sunlight in the Californian desert.
In one scene, Millie's character's skirt gets stuck in a car door. This initially happened accidentally in one take, after which assistant director Tommy Thompson called for a cut. However, Altman stated he "loved" the accident, and shot more takes deliberately repeating it.
Psychiatrist Glen O. Gabbard and Krin Gabbard believed 3 Women could best be understood through psychoanalysis and the study of dreams. In theory, a person dreaming can shift from one character into another within the dream. The three titular characters in the film represent the psyche of one person. Whereas Pinky is the child among the three, Millie is the sexually awakened young woman and the pregnant Willie is the mother figure. The Gabbard siblings interpreted Pinky, post-coma, as transforming into Millie, while Millie became more of a mother figure to her. Altman equated the death of Willie's child to the murder of Edgar, which the three title characters appear to all have participated in.
Author David Greven agreed psychoanalysis could be used, but saw the relationship between Millie and Pinky as one of mother and daughter, respectively, with Willie at the end of the film being the "grandmotherly figure" who defends Pinky from Millie's scornful mothering. Greven wrote the film also demonstrated a focus on strong female characters.
Writer Frank Caso identified themes of the film as including obsession, schizophrenia and personality disorder, and linked the film to Altman's earlier films That Cold Day in the Park (1969) and Images (1972), declaring them a trilogy. Caso states critics have argued the dreamer in the film is Willie, since she says she had a dream at the end of the film, and Pinky had the "dream within a dream."
The setting is also a key feature in the film, with Joe McElhaney arguing the California landscapes "come to represent something much larger than a 'mere' location." He states it is "a space of death but also one of creation."
The film opened in New York City in April 1977. The film was also screened at the Cannes Film Festival in May 1977, which was where Altman first admitted to Ladd the film was based on his dream.
On home video, the film never had a VHS release, and Altman said the film negative was beginning to deteriorate. However, The Criterion Collection released the film on DVD in 2004, with a director's commentary. Criterion re-released the film on Blu-ray in 2011.
The film received generally positive reviews from critics. Roger Ebert gave the film four stars, calling the first half "a funny, satirical, and sometimes sad study of the community and its people," and adding the film then turns into "masked sexual horror." Vincent Canby, writing for The New York Times, called 3 Women a "funny, moving" film, and Millie "one of the most memorable characterizations Mr. Altman has ever given us," giving credit to Duvall as well. Molly Haskell, in New York, ranked the film as the second best of the year, describing it as "ambitious, pretentious, gentle, goofy and mesmerizing." Texas Monthly critics Marie Brenner and Jesse Kornbluth stated Altman had a likely desire to be the "American Bergman," calling 3 Women "an attempt at equaling Bergman's Persona." Brenner and Kornbluth credited Duvall for an "extraordinary performance," but lamented the second-half shedding a documentary style.
Ebert added 3 Women to his Great Movies list in 2004, calling it "Robert Altman's 1977 masterpiece" and stating Duvall's expressions are "a study in unease." Writing for The New Yorker, Michael Sragow remarked "In the Robert Altman canon, no picture is stranger—and more fascinating—than this 1977 phantasmagoria," adding it is "full of images so rich that they transcend its metaphoric structure," praising Duvall. The film has a 96% approval rating on Rotten Tomatoes, based on 27 reviews.