What is a cult?" filmmaker Robert Altman once mused in an interview when he was 79. "It's not enough people to make up a minority."

He was referring to the status conferred on much of his prolific cinematic output since 1968. Whether you're looking for underappreciated masterpieces, invigorating failures, or fascinatingly pretentious shit, Altman, the genre-hopper and merciless chronicler of human frailty, has a cult film for you. Three of his greatest curios are Tex-centric in plot, location, and performance. Brewster McCloud (1970) used the Houston Astrodome as backdrop for a farcical take on the story of Icarus featuring Bud Cort building mechanical wings. Come Back To The Five & Dime, Jimmy Dean, Jimmy Dean (1982) had Altman preserving his Broadway flop by filming it on an arid, claustrophobic soundstage. The late great Sandy Dennis played a film fanatic's ultimate Virgin Mary, recalling visions of how she conceived James Dean's son after a chance encounter on the set of Giant in Marfa.

Sadly, neither are available on DVD. But the ever-reliable Criterion Collection scored a real coup with the recent release of the third, and greatest, of Altman's Texas trifecta. 3 Women (1977) was never released in VHS format, and the newly restored original print was believed lost forever. This hallucinatory, hilarious, and moving arthouse risk may take place in an unnamed Southern California desert town, but Texas authenticity does not depend on Texas locations. Check out Altman's amiable disaster Dr. T and The Women (2000), filmed in Dallas and about as faithful to the city as Richard Gere's limp twang.

3 Women relies on its lead performers -- Texas natives Shelley Duvall and Sissy Spacek -- for more than their inimitable drawls, although those glorious accents are unimpeded by Altman. Typically, he encouraged both actors to write their own dialogue and to create backstories for their characters. Duvall and Spacek went autobiographical for small but important details to create abandoned young women who truly seem "in the moment" as we watch them. Duvall plays Millie, an orphaned Houston native who left Texas for California, chasing a vague fantasy of West Coast glamour. She's one of those compulsive talkers who flaunts a confidence that's clearly false. Spacek plays Pinky ("I'm from out near Longview"), a long-haired tomboy whose eager immaturity becomes more pathological as the film progresses. They meet as co-workers at a California geriatric spa, and they stick out among their scornful fellow employees like corny dogs at a sushi restaurant. ("Don't you two have something in common?" a disdainful supervisor sniffs. "Aren't you both from Texas or something?")

Millie and Pinky turn out to have much in common as 3 Women drifts along its dreamy, disquieting course, full of long takes and atonal soundtrack flourishes of flute and piano. The pair become roommates in a cramped apartment done in hellish shades of yellow, lavender and white. So long as Pinky finds in Millie a sophisticated older sister, Millie is happy to keep the company of anyone who doesn't think she's a chattering hick. They create a tightly sealed universe of tackiness -- Neiman Marcus fashions and women's magazine advice -- intruded upon by the apartment owners: brooding, pregnant mural artist Willie (Janice Rule) and her leering ex-stuntman husband Edgar (Robert Fortier, so convincing you can smell his nasty Marlboro breath). Throw in handguns, identity theft, amnesia, and the womens' increasing disconnection from their California desert reality ("Sure does look like Texas" is one bit of dialogue repeated motif-style), and you have an eerie experiment in character development that overcomes its avant-garde pretensions through sheer, sincere detail.

To fully appreciate 3 Women, you should watch the movie with its English subtitles. One of Altman's trademarks is overlapping and incidental dialogue, and that ambient patter has rarely been richer. In his commentary track, the director calls Spacek "the best thing since Mexican hash," and we believe him as she transforms from Quitman naif into a mascaraed, midriff-baring tart. But the anecdotes about Duvall are more intriguing, since her Millie is the lonely, loquacious soul of 3 Women. Altman had discovered her seven years earlier working at a makeup counter in a Houston mall. He invited her to a party before he cast her in Brewster McCloud, and according to him, she spent much of that evening trying to sell her artist boyfriend's unseen paintings to strangers.

Duvall's "Thoroughly Modern Millie" (that's what the neighbors at her California apartment mockingly call her) is a perfect creation, equal parts comedy, pathos, and pride. She recites long, oddly poignant monologues about hot dogs burnt crisp in a microwave, the recipe for something called Penthouse Chicken, the ways to make a man fall in love, and the art of keeping a diary. ("I write something every night whether anything happened or not.") She beautifully invokes a certain type of Texas woman (or man, for that matter) -- self-conscious of her twangy yammering but determined to project an image of experience and savvy. Anxious but unapologetic, Millie bursts out of the cult confines of 3 Women to appear at a makeup counter, a nurses' station, or a Fort Worth society shindig near you.

3 Women can be purchased at most major DVD retailers or through www.criteriondvd.com.