Only in Dreams: Magic and Identity in Robert Altman’s 3 Women

Twentieth Century Fox

I don’t often remember my dreams. But I often wake up uneasy. And the stronger that unease, the better I can find the edges of the dream I left behind. For half a second, out of the corner of my mind’s eye, I’ll remember a face, a scrap of oddly loaded conversation that put a pit in my stomach. Then the details will vanish, leaving only negative space and the dread rushing in to fill it.


The story of 3 Women‘s inception sounds too fantastical for reality.

Early one morning in 1977, Robert Altman awoke from an anxious sleep, haunted by some vague images and notions he’d dreamed. He had a title, some casting; something about women, their identities shifting. The next day, as the legend goes, he was in a car en route to LAX, pondering the scraps of his dream. Passing the 20th Century Fox headquarters, he asked the driver to pull over for a minute. He ran upstairs, told executive Alan Ladd Jr. about the few distressed images he could remember, and returned to the car with a green light.

This sort of thing shouldn’t happen in the real world. It’s technically plausible, but doesn’t it feel…strange?


3 Women is not an overtly surreal film (though the homophonic quality between one character’s name, Bunweill, and a certain famous surrealist’s does suggest a wink in that direction). But it’s one in which the fabric of reality feels slightly warped, as though the events are obscured by the heat haze radiating off the Southern California desert.

The story concerns Pinky (Sissy Spacek), recently arrived from Texas to work at a health spa, and her relationship with Millie (Shelley Duvall), the coworker she idolizes. Millie is in need of a roommate, and Pinky eagerly volunteers, but her presence somehow destabilizes Millie’s lifestyle. As Millie introduces Pinky to her haunts and routines—including Dodge City, a roadside attraction operated by the boorish Edgar (Robert Fortier) and his enigmatic wife Willie (Janice Rule)—Millie’s tenuous belief in her own social status erodes, and the strain leads to a blowout between the new friends. Distraught, Pinky throws herself into the apartment complex’s pool in an apparent suicide attempt.

Here, the straightforward plot we’ve followed seems to crack for the first time, and some kind of magic seeps in. Awakening from a coma, the formerly reticent Pinky is aggressively gregarious, taking up Millie’s position in her own life but finding popularity where Millie faced rejection. Confused but seemingly helpless, Millie now occupies something like Pinky’s place in the relationship, exhibiting timidity she’s never evinced. This increasingly mystifying story climaxes when Willie—who’s lingered mysteriously around the edges of the story—delivers a stillborn child and Millie finally confronts Pinky with a resounding slap.

The plot breaks again here, so decisively that we seem to fall from one story into another one, adjacent yet alien. Pinky, Millie, and Willie live at Dodge City as family—Pinky refers to Millie as her mother (and Millie refers to Pinky as Millie). Virtually silent for the past two hours of screen time, Willie—an apparent matriarch—finally speaks just as the film ends: “I just had the most wonderful dream. I was trying to remember it, but I couldn’t.”

Even before the midpoint shift into identity-swapping abstraction, there’s something dreamlike about this universe. The camera drifts and zooms randomly, as though we’re viewing the events through drowsily distracted eyes. Details are realistic yet heightened, such as the identical twins with identical clothes and hairstyles who orbit Millie and Pinky. There’s Willie’s mystifying behavior, as when she remains submerged and unnoticed in the pool to watch as Pinky is taken to the hospital, then appears to wander the pre-dawn halls like a ghost as Pinky is examined. And perhaps eeriest of all, there’s Millie’s habit of talking at people rather than to them, mindlessly reciting trendy recipes to people who barely seem aware of her, following coworkers to their cars and spouting factoids as they carry on an unrelated conversation then continuing to talk after their path has drifted from hers—she seems less like a person than like a blissfully unaware simulation of one.

Early on, Millie wanders into Pinky’s earshot, prattling to a client about a dream in which her mother entered her room with a basket of tomatoes. “I hardly ever dream about her,” Millie muses. “I don’t even like tomatoes.” The client stars vacantly past her. “Can’t understand it,” Millie sighs.

That’s the kind of dream this movie most resembles—the kind it seems you should be able to solve, but whenever you try to, it slips away into the haze.


Dreams in the movies never look like mine.

Take Inception, a film that purports to take place in dreams within dreams but mainly uses that conceit to show off eye-popping special effects and stunt work. Take the dream sequence in Hitchcock’s Spellbound, so committed to the idea of surreality that Hitch hired Salvador Dalí to create his dreamscape. “There weren’t any walls, just a lot of curtains with eyes painted on them,” Gregory Peck’s protagonist recalls. “A man was walking around with a large pair of scissors cutting all the drapes in half.” And as strings shriek on the soundtrack, we watch just that.

Take so many dream sequences across the past half-century that seem to think Felliniesque oddities are synonymous with nighttime reverie. (“Do you know anyone who’s had a dream with a dwarf in it?” shouts Peter Dinklage in Living in Oblivion, decked out in a bright blue tuxedo on a bright red soundstage as his director insists that strange things happen in dreams. “The only place I’ve seen dwarves in dreams is in stupid movies like this! Make it weird, put a dwarf in it, everyone will go ‘Whoa, must be a fuckin’ dream!’”)

On the rare occasions that I remember my dreams, they’re never characterized by bizarre imagery. What makes them dreams is an ineffable feeling. Why is everyone acting like that? And why does noticing that strange behavior feel like struggling against a powerful tide?


We think we know what to expect when new people enter our lives. But we rarely consider the frameworks we rely on to make sense out of strangers. We take for granted that they’ll behave the way people always behave. But then someone will do something we couldn’t predict—say, chug an entire beer in one go, as Pinky does the first time Millie brings her to Dodge City—and the framework crumbles. Strangers can be so strange.

It’s Pinky who seems at first to be the protagonist of 3 Women. We follow her into this peculiar world, expecting to learn more about her as we do. Instead, she recedes, becoming more unknowable as we begin to identify more with Millie.

That assumption is the result of a framework, too. That’s how movies are supposed to work; the person we follow for the first 20 minutes is the person we identify with. It’s unsettling when our identification shifts more to Millie. But things shift around like that in dreams. You’re talking to someone and suddenly you realize, no, this is someone else entirely—they look the same, but you’re certain.

“You don’t do anything you’re supposed to do!” Millie shrieks at Pinky when she reaches a breaking point, enraged by her inability to connect with this person she expected to understand.

That’s the deal you make when you slip into a dream. There won’t be any rules anymore, so you’d best surrender, because you don’t have much choice.


There’s a lot that science doesn’t yet understand about dreams. But we do know that during a dream, one particular part of the brain is shut down: It’s the part responsible for logic, so questioning the events around us becomes difficult, if not impossible. And it’s also the part responsible for planning, so we become strangers to ourselves, drifting along like vehicles without drivers.

Though I don’t often remember my dreams, there’s one I always do, a recurring dream that’s plagued me for more than a decade: A critical friend or a rude stranger causes some affront, and my outrage overflows. I grab that person, and I open my mouth to let loose the torrent of righteous vitriol inside me.

But I can’t. My voice is gone. My mouth flaps helplessly, no words coming to my aid. I’m hollow and powerless.

Science also tells us that we don’t dream all night, only when our sleeping mind most closely resembles our waking one. The part of the night when the boundary between reality and magic is at its thinnest.


Millie’s loss of agency corresponds to Pinky’s ascendance, as though Pinky has drawn her power from Millie in an act of emotional vampirism, leaving Millie to fill the void at her center with her memories of Pinky in order to restore equilibrium.

So this is an identity theft film. It begins with Pinky copying Millie’s turns of phrase at the spa; by the midpoint, she’s borrowing Millie’s clothes; in the end, she’s stealing Millie’s car to carouse with Millie’s friends the way Millie always dreamed, casually dismissing Millie’s attempts to bring her to justice—and though she has the police on her side, Millie folds without much argument. Even when Millie learns that Pinky has apparently stolen her social security number, Millie somewhat inexplicably defends her.

And it’s that inexplicability that makes this feel more insidious and magical than mere identity theft. Millie changes her behavior, her dress, her makeup, until she’s become someone she doesn’t seem to want to be but seems powerless not to be.

In the first half, Millie journals about Pinky, and Pinky reads Millie’s words in secret. After the plot cracks open at the midpoint to allow an influx of magical thinking, the unmoored Millie sits in the same chair with a journal, reading aloud a hope that “she’ll move out and I can have the apartment to myself again.” She seems as hurt as Pinky did reading Millie’s journal earlier, but vexing questions go unaddressed: Whose journal is this? The writer wants the apartment back, so is Millie reading her own words and failing to recognize them as her own? Or has Pinky so thoroughly usurped Millie’s place that the apartment has always been hers, and Millie has become the interloper?

Is this a story of identity theft, or identity exchange? Even Millie seems unsure. Confronted by this invader, her essential ability to reason appears suppressed, leaving her a helpless, drifting husk.


There are so many films like this, stories of relationships between women that shift the boundaries of reality through some type of magic.

The most prominent, and most influential, is Ingmar Bergman’s 1966 masterpiece Persona, in which a traumatized actress and her nurse sequester themselves on a remote island where friendship turns into some sort of ambiguously nightmarish rivalry, climaxing in a shifting of identities even more inexplicable than that in 3 Women.

And it’s hard not to see at least some shared DNA between Bergman’s film and so many that have followed. Jacques Rivette’s Céline and Julie Go Boating has a few beats in common with Persona—there are mistaken identities, though more prankish than hallucinatory; reality is fungible as Céline and Julie get drawn into a phenomenon resembling time travel—though the tone is more similar to the antic Czech classic Daisies. David Lynch’s Mulholland Drive and Darren Aronofsky’s Black Swan both play with the identities of a central pair of friendly-yet-rivalrous women. The former, though, feels more like an homage to hard-boiled noir, and the latter to frenzied melodrama, than either feels to Bergman’s chilly Nordic sensibility.

In a 2012 piece for the quarterly journal Joan’s Digest, critic Miriam Bale identified a microgenre she dubbed “persona swap” movies (that term nodding to the idea that, as she puts it, Bergman’s film is where these ideas most clearly come to fruition). Among the criteria Bale highlights, these films “suggest then that any distinctive personality is a performative act,” and feature a “recognizable but almost ineffable tone…in which magical events are accepted in a grounded reality.”

This description is close to the classical definition of magic realism, originated in mid-century Latin American literature and described by Gabriel García Márquez as stories which “[destroy] the line of demarcation that separates what seems real from what seems fantastic.” In Márquez’s world, children born with pig’s tails are accepted as easily as ones born with unfortunate birthmarks.

3 Women, meanwhile, seems to take place in a world adjacent to that of magic realist Jorge Luis Borges, where an “implausible imposter” can usurp others’ identities despite making no attempt to impersonate them. When Pinky’s persona swaps with Millie’s, Edgar is seemingly unfazed, happy to carouse with a woman who recently scolded him for carousing with her friend. “It isn’t fantasy in opposition to reality,” Bale wrote of persona swap films. “There simply is no real.”

Bale identifies another essential factor in this type of film: they virtually always focus on “distinctly feminine experience.”

Bale’s examples end at Mulholland Drive, but the tradition has carried on in the ensuing decades. Alex Ross Perry’s 2015 film Queen of Earth, owes quite a lot to Persona, telling another story of two women whose bond shifts freely between friendship and animosity during what’s meant to be a healing retreat, taking on a hallucinatory quality as one suffers a slow-motion nervous breakdown. Perry’s film reveals its concern with swapped identities in flashbacks that demonstrate a cycle in which these women take turns being callously oblivious to the other’s pain.

The theme of doubling takes on a meta quality when considering Sophia Takal’s Always Shine, a 2016 film with a logline remarkably similar to Queen of Earth’s that drew inevitable comparisons to Perry’s film, particularly as it was revealed the two were shot simultaneously. Takal has obliquely suggested that this could be more than coincidence—“He was a friend of mine for a while, and I think we sent him the script a while before either of us started shooting,” she said on the podcast Lady Problems, “I don’t know if he ever read it.”

If Perry did read Takal’s script before writing his own, then the meta quality is one of a rivalry between similar figures. If he didn’t, the meta quality lies in this idea of mysterious membranes where two similar figures can meet and meld into one another, a cerebral version of the most famous shot in Persona: the hemispheres of Alma’s and Elisabet’s faces merging into one new mask, both cohesive and jarring.

But the case of Queen of Earth and Always Shine, the doppelganger pair of doppelganger films, does draw attention to one notable aspect of “persona swap” movies: every film cited here, with the exception of Takal’s, was directed by a man.


“I’d rather face a thousand crazy savages than one woman who’s learned how to shoot,” Edgar guffaws in 3 Women. It’s a ridiculous concern to Edgar, and for his blind underestimation of these women, he’s punished, apparently savagely.

In that hazy epilogue in which our three women have reassembled into an insular unit, this fourth central character is notably absent, having suffered an ambiguously tragic fate. “The image I have in my head,” Altman said in the book-length interview Altman on Altman, “is of three female seals who have just kicked the last male seal off the rock.”

It’s a feminist fantasy, perhaps a misandrist one, and it seems at odds with Altman’s own comportment—his friend Robert Peabody speaks in the biography Robert Altman: Jumping Off the Cliff of the director skipping lunches in favor of blowjobs (“Altman had this idea that that was a very Hollywood thing to do”), and of the pair competing to pick up women, with Altman pounding on Peabody’s door demanding “seconds” when Peabody were successful on a night Altman wasn’t. Altman was on his third marriage by the time he made 3 Women, yet kept up a steady pace of philandering—“I just giggle and give in,” he allegedly told a journalist in 1976 of his approach to extramarital affairs.

This is not to suggest that Altman’s thematic concerns were anything but sincere, only to note that this was a director whose interest in the opposite sex was intense and fraught.

Bergman’s inspiration for Persona apparently came from a desire to explore his own feelings towards women—specifically the two he chose to star. Speaking at the Brooklyn Academy of Music in 2007, Bibi Andersson, who played Alma, suggests that the road to Persona was as psychosexually tense as the film itself. Bergman and Andersson were romantically involved for four years, and by her telling, he may have used the film as a bridge to his five-year relationship with Liv Ullmann, who played Elisabet. “Liv and I had worked together before and we were very close,” Andersson said at BAM (as quoted by Slant Magazine). “He saw our friendship, and he wanted to get…inside of it. Involved.”

For as long as men have written, they have used their work to explore femininity and the ways it beguiles and stymies them. In these films, though, the mysterious unknowability of women takes on a menacing quality through magic, expanding male conception of the female mind into a worldview as puzzling as the labyrinth that we see Willie painting in the opening shot of 3 Women.

It could be considered a feminist impulse on the part of male filmmakers, to create female characters so complex that their psyches are inaccessible to men. On the other hand, it could be a more conceited impulse—are Millie and Pinky so mysterious that they can swap identities or are they so vacant that they have no real identity? On Lady Problems, Sophia Takal alludes to a term coined by Always Shine costar Caitlin FitzGerald: “She and her friends called it vesseling,” Takal says. “They would just sit there and let a guy talk to them…they were just these vessels to receive the man’s identity.” It seems undeniable that to a certain subset of men, the ultimate fantasy is a beautiful woman who’s available to serve as a receptacle for your projected fantasies and interests. To turn this impulse into an exploration of quasi-sapphic relationships provides a veneer of feminism to distract from what may be an ultimately sexist impulse.

Men are vestigial in this hermetic dreamscape conjured by Altman’s restless mind, not worth exploring—Edgar traipses drunkenly through the film as the one character requiring no analysis. Maybe there’s a masochistic urge in Altman’s desire to create a utopian world free of men. Maybe he was processing some of his own desires, fears, regrets.

Or maybe Altman doesn’t intend for any of it to be as complex as that. The opening shot of the film continues by panning across Willie’s mural to the image just beyond the labyrinth: enraged men, muscular chests bare and exposed, comically distended penises dangling between their legs. These male forms offer no hint of mystery.


“I fill in my diary every night,” Millie tells Pinky on their first night as roommates, “whether anything happened that day or not.”

It’s an inversion of the practice of dream journaling—proponents insist that you keep a notebook by your bedside so that as soon as you open your eyes in the morning, you can write down your dreams before they evaporate, whether anything interesting happened in your sleeping mind or not.

This habit, according to experts like MacEwan University’s Jayne Gackenbach, can unlock the ability to lucid dream, reactivate your powers of logic and planning, regain your agency within your own realms of interior magic. You can turn a dream into what Gackenbach calls, in a New York Magazine interview, a “reflection on the very state of consciousness.”

The journal seems to trigger something like that in Millie. One of the various unsettling rifts in 3 Women’s structure comes when Pinky finds Millie reading a diary—by now these women’s identities are so fuzzy it’s hard to say who exactly is reading whose. Pinky forces Millie to stop, at which point the film shifts into the only conventional dream sequence—it’s hard to say who is experiencing this macabre montage that distorts and compresses everything we’ve seen before, but it’s Pinky who awakens Millie to declare she’s had a nightmare (“Dreams can’t hurt you,” Millie assures her). From there, Millie finds her power. She rushes to Willie’s side to aide in the birth, shouting instructions at Pinky with a voice she seemed to have lost. Pinky, meanwhile, is ineffectual again, allowing the baby to die.

The world of 3 Women is one from which true awakening isn’t possible. It’s a world with unclear boundaries that exists inside the head of one uneasy man, with rules that shift according to the dark magic of his subconscious. But by the act of reading a bedside journal, the woman who has seemed like a malfunctioning automaton for almost two hours activates something.

Then things change so completely that the ending is virtually all that anyone wants to talk about when they talk about this film. Why are they behaving like that? Why are we looking at that pile of tires now? Is this real, or is it all happening in Pinky’s head? How much of this film has been real, as opposed to fantasy?

Personally, I hate it when people debate what parts of a movie are real, and which take place in the characters’ heads. Every movie exists in its own reality. And our whole lives take place in our own heads.


It’s been years since I last had my recurring dream of mute powerlessness. Maybe I found my voice; maybe the dream helped me realize I’d lost it, and it vanished once I had.

Science is divided on what purpose dreams might serve, but most anyone would agree they can be useful, worth considering. Why else would so many of us dream of our teeth falling out during times of stress? There’s more going on in a dream than random hallucinations; there are magical processes that, if we listen, could help us find ourselves, point us to where we’re meant to go next.

Robert Altman went further than most anyone has with the dream that became 3 Women. Rather than analyzing it on a psychiatrist’s couch, he hired an army of artists and technicians to recreate it in the desert so he could walk around and interact with it. And it was exhausting. Towards the end of the shoot, a reporter visited the set, and she asked Altman what his next movie would be.

“At that moment,” he later told Roger Ebert, “I didn’t even feel like doing this movie, so I told her I was gonna shoot a wedding next.”

Robert Altman’s A Wedding, starring Carol Burnett and Paul Dooley, was released the following year.

Sometimes, the story of a movie’s inception really does sound too fantastical for reality.