Director Robert Altman conceived of the idea for 3 Women while his wife was being treated in a hospital, and he was afraid that she would die.[2] 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.[3] He woke up mid-dream, jotted notes on a pad, and went back to sleep, receiving more details.[2]