The film tells the story of three women who live in an apartment block in the California desert. Shy, quiet girl Pinky (Sissy Spacek), arrives without a past or identity and starts working in a nursing home. Here she meets Millie (Shelley Duvall), they strike up a friendship and become roommates. A third woman Willie, (Janice Rule) is a pregnant artist. She expresses her fears and fantasies by painting murals of male aggression and victimized women on the bottom of swimming pools. Willie is a silent troubled character, whose husband is a drunk. Willies' troubled ways and the extraordinary characters of Mille and Pinky are at the centre of a series of strange events that cause their identities to change and morph in unexpected ways, creating one person.