Director Robert Altman had a perverse streak that kept him from expressing any particular fondness for his best-loved, most successful work. When asked which of his films was his favorite, he’d puckishly pick one of his least-popular, while aiming a faux-modest shrug toward movies like Nashville, The Player, and McCabe & Mrs. Miller. And yet outside of California Split’s insider’s perspective on gambling addiction, Kansas City’s depiction of the city and era where Altman grew up, and The Company’s and A Prairie Home Companion’s considerations of artistic communities and legacies, McCabe & Mrs. Miller feels closest to a direct, personal statement from Robert Altman. He made it after spending a decade fighting with television executives, and before spending a decade fighting with movie executives. There’s something simultaneously knowing and prescient about McCabe & Mrs. Miller’s portrait of a gambler whose personal weaknesses and clashes with powerful men prevent him from realizing his ambitions.

McCabe & Mrs. Miller’s gambler is John McCabe (played by Warren Beatty), who rides into a northwestern mining village called Presbyterian Church and immediately starts bluffing, wheedling, and making deals, all while dodging the rumors that he’s actually a dangerous gunfighter known throughout the territory as “Pudgy” McCabe. In no time, he builds a mini-empire of gambling and prostitution, working alongside a steely, opium-addicted madam named Constance Miller (Julie Christie). But each bargain begets another bargain, until McCabe is clinging to all he has left—his life—in a pile of snow, not far from the town he helped build.

Altman used to say he never cared much about stories, only behavior. But what makes McCabe & Mrs. Miller his best film is that its rambling, semi-improvised vignettes of frontier life become more focused as the movie rolls on. McCabe & Mrs. Miller eventually develops enough of a plot that it can wrap up with an honest-to-goodness action sequence. That wintry shootout is the inevitable outcome of half a dozen or so small squabbles, which get increasingly dangerous.

Buying in

McCabe & Mrs. Miller’s opening credits drift sideways across the screen as if borne by an autumn wind, and McCabe himself drifts in behind them, cloaked in an enormous fur coat and a bowler hat. He comes out of the pouring rain into a saloon/hotel so dimly lit and crowded with mumbling drunks that the film is near-incomprehensible at the start. Then saloon-keeper Patrick Sheehan (Rene Auberjonois) sidles up to McCabe’s table, lights a lamp, and makes the first offer of the movie: He can sell the gambler a bottle of whiskey for $3, or he’ll give McCabe a bottle on the house in exchange for a cut of his profits on the poker game. McCabe pushes back against Sheehan, declaring his value to the bar—“I think I supply the customers,” he says—and within seconds, he’s sure Sheehan won’t be a formidable opponent. So McCabe buys a two-dollar bottle for the players, and says he’s going to keep his own winnings.

This first exchange establishes McCabe as a cool dude (in the old-fashioned sense of the word), and Sheehan as weak and weaselly. When Sheehan tries to regain some power by buying McCabe a free drink—which McCabe hands off to a nearby rummy—and implying that he knows all about McCabe’s “big rep” as the man who shot Bill Roundtree, McCabe neither confirms nor denies anything. Instead, he keeps losing at cards, buying drinks, and cracking vulgar jokes. (“You know how to square a circle? Shove a 2-by-4 up a mule’s ass.”)

Meeting Mrs. Miller

Immediately after Altman shows McCabe as a man to be reckoned with, he undercuts the hero by forcing an even shrewder partner on him. Altman and Brian McKay’s screenplay for McCabe & Mrs. Miller is based on an Edmund Naughton novel called McCabe, but giving Christie’s character co-billing for the movie matters, because even though Mrs. Miller only has half as much screen time as McCabe (if that) she represents a problem he’s never able to solve. Even after he thinks they’ve developed a romantic rapport, McCabe still has to pay Mrs. Miller when they go to bed together, and he’s never exactly sure whether she worries about him solely because she needs to keep him alive for the sake of their business.

Mrs. Miller arrives in the movie shortly after McCabe makes a bad deal in the nearby town of Bearpaw, where he procures three rough-looking prostitutes for the combination casino/brothel he’s building. Mrs. Miller is seen briefly in the Bearpaw scene, in one of the rooms behind the place where McCabe overpays for his new employees. (McCabe gets out-bargained by a pimp who shrugs off his colorful metaphors and tough talk.) When Mrs. Miller shows up in Presbyterian Church, she tells McCabe that if he doesn’t put her in charge of his sex trade, the whole town will be “clapped-up inside of two weeks, if it’s not already.” McCabe tries to impress her by buying a round of drinks for everyone in Sheehan’s saloon, but she ignores the gesture, wolfs down four fried eggs and a plate of stew, and gives McCabe a stern lecture on hygiene, menstruation, unplanned pregnancies, lesbianism, and the cheapness of his cologne. McCabe is overmatched—not for the first time, and not for the last.

Shooing “Sears & Roebuck”

Mrs. Miller’s bewitching of McCabe has a lot to do with the fatal mistake he eventually makes. As more people move into town to work the mines, McCabe’s coffers swell with the profits from his saloon and whorehouse, which draws the attention of the robber-baron mining company Harrison Shaughnessy. The company sends two negotiators, Eugene Sears (Michael Murphy) and Ernest Hollander (Antony Holland), who corner a drunk McCabe at his bar to offer him $5,500 for all his holdings. But McCabe has his mind on paying a visit to Mrs. Miller later, so he’s rude to Sears and Hollander, calling them “Sears & Roebuck,” and saying, “I got better offers than that from Monkey Ward.”

McCabe shows up at Mrs. Miller’s door boasting about how he’s got those fat-cats right where he wants them, but she snaps at him that he’s just signed his death warrant. Wanting to impress her—as well as the townspeople who are always hovering around the edges of the frame, watching his every move—he turns down Sears and Hollander’s next offer too, and tells them to meet him at breakfast when they’re ready to get serious. Instead, they leave town, and even though Mrs. Miller seems more admiring of McCabe when he scurries back upstairs to sleep with her, it’s only because she took advantage of his leaving for that meeting to smoke some opium, which means she’s too blissed-out to pay attention to anything he’s saying. (Though she is conscious enough to make sure he pays her.)

Hunting bear

When Sears and Hollander leave, they’re replaced within days by an enormous, gregarious British bounty hunter named Butler (Hugh Millais), who arrives accompanied by a silent, long-haired rifleman and a jittery teenage gunslinger. Butler refuses to come to McCabe, so McCabe goes to see Butler at Sheehan’s place, where the fur-clad hulk shushes McCabe so he can finish his lecture on the value of exploiting cheap, disposable Chinese labor. The whole scene is a study in how even a strong-willed person can lose the advantage to someone even more confident. McCabe stoops to pick up an item Butler drops. Butler turns away McCabe’s offer of a cigar by offering one of his own. Butler refuses to talk privately, then listens in steely silence as McCabe bargains himself down from the five-figure payday he was hoping for from Harrison Shaughnessy to something only $250 more than what Sears and Hollander offered. Butler agrees that would be a reasonable deal, but adds, “I don’t make deals.” He says he’s only in town “to hunt bear.”

McCabe’s deflated posture is heartbreaking, given how in control he’s seemed for so much of the film. It speaks to what becomes the dominant theme of McCabe & Mrs. Miller: a seemingly capable hero undone by the woman he doesn’t understand, and the corporation that won’t listen to reason, because ultimately, it doesn’t have to. Everyone involved knows McCabe’s fate is sealed from the moment the bear-hunter orders him out of the bar, and McCabe slumps away in his thick bearskin coat.

But there’s something else going on in this scene, too—something it may take multiple viewings of McCabe & Mrs. Miller to catch. (It took me about a dozen, I have to admit.) Altman and editor Lou Lombardo cut in a couple of reaction shots of Sheehan smirking smugly as the man who belittled him and took over Presbyterian Church gets his comeuppance. Sheehan is depicted throughout as a boob and a gossip, who inadvertently empowers McCabe by spreading the rumor that he’s a killer. Butler laughs that off, insisting McCabe’s never killed anybody in his life. But watch the film again, and note how McCabe flinches the first time Sheehan mentions Bill Roundtree. And note how McCabe tells Butler that Roundtree was caught marking cards at a poker game and “got shot,” leaving open the possibility that McCabe was the shooter. And at the end of the film, during the big shootout, McCabe kills Butler with a Derringer, the very gun rumored to have felled Roundtree.

In other words: Not only is Sheehan fairly devious in the way he helps Butler get the better of McCabe, but it turns out he was right all along that McCabe is a famous, lethal gunslinger, in Presbyterian Church to escape a notorious past. Not a word of this, though, is spoken of directly in the film, because that isn’t Altman’s way.

Interlude: Shootout on the bridge

As messy and improvisatory as McCabe & Mrs. Miller may seem, on multiple viewings, it’s easier to see the threads that weave through the entire film, and how minor characters like Sheehan play more of a major role than is immediately evident. Altman even builds a dirty joke across several scenes scattered throughout the middle of the movie. First he introduces a sweet-faced man (Keith Carradine, billed only as The Cowboy), whom Mrs. Miller’s staff mocks for his tiny penis. Later, Altman shows Mrs. Miller reassuring skittish new employee Ida (Shelley Duvall), who’s worried that she’s too small to have sex with all these rough miners. Finally, Altman pays off the gag in a brief shot of Ida bidding The Cowboy a gushing farewell as he rides off—the only man who’s ever really “fit” her.

But almost immediately after delivering that punchline, Altman permanently changes the tone of McCabe & Mrs. Miller in its most devastating scene, when The Cowboy inadvertently crosses Butler’s trigger-happy young associate, and ends up getting gunned down on a suspension bridge, and plunging into the icy water below. It’s one of the few scenes in McCabe & Mrs. Miller that features neither of the principals, but it’s also one of the most crucial examples of characters bargaining in vain. The Cowboy tries to calm down The Kid through self-deprecation, insisting that he’s a terrible shot, and that he just needs to cross the bridge to buy some new socks. But The Kid goads him, asking him to take off his boots and show off his sock-holes, and then to take off his gun, so The Kid can see if it’s faulty. All The Kid really wants is for The Cowboy to bend as though he’s about to draw, so the inevitable shooting can be ruled justifiable homicide. That’s the moment in the film when it’s clear that there’ll be no more negotiations.

Busting trusts

Immediately before The Cowboy meets his end, McCabe is down the mountain in Bearpaw, making one last crack at getting Harrison Shaughnessy to listen to him. When he finds out that Sears and Hollander are gone for good, he trudges across the muddy street to the office of Clem Samuels (William Devane), a lawyer planning to run for the U.S. Senate on a platform of “busting up these trusts and monopolies.” He fills McCabe’s head with populism, talking about McCabe having dinner with William Jennings Bryan, and banner headlines in The Washington Post that read, “McCabe Strikes A Blow For The Little Guy.” McCabe, meanwhile, aw-shucks his way through the meeting, while muttering, “I just don’t wanna get killed.”

In Pauline Kael’s capsule review of McCabe & Mrs. Miller (but not in her original full-length New Yorker review, which is an unqualified rave), she describes the Samuels scene as “the one sequence that doesn’t really work.” I disagree. I think it’s the crux of the film, because of the obvious futility of the whole meeting. McCabe is asking Samuels when they’re going to go see the marshal, and Samuels is talking about filing a lawsuit—which won’t exactly put an end to Butler’s “bear hunt.” The whole scene puts McCabe in a larger tragic context: He’s just another willful guy with a modest dream, swallowed up by Darwinian American economics. Both his literal girlfriend and his metaphorical true love—free enterprise—are addicts and mercenaries.

Kael also called McCabe & Mrs. Miller “a beautiful pipe dream of a movie,” which is apt. It’s one of the rare Westerns that really feels like it could’ve been shot by time-travelers who just got back from around the year 1900. The town of Presbyterian Church was built up board by board during the making of the film (which was shot in chronological order), and the movie features strange old technology, like a steam-powered wagon that carries people up the mountain from Bearpaw. Even when characters talk about masturbation or diarrhea, they don’t sound anachronistic, they sound like people from a century ago with real needs and concerns.

And though Altman’s quest for rustic authenticity meant he didn’t have the technology to check whether his sound mix was any good (which it most definitely was not), McCabe & Mrs. Miller gets easier to follow as it goes along, rewarding those who pay attention during its dim, muddled early scenes. Whether by accident or design, Altman deftly negotiated between the demands of the Hollywood Western and his own interest in putting a group of unusual people in a room and letting them entertain him. He came out with a movie as “high and wild” as the characters in the Leonard Cohen songs on its soundtrack. McCabe & Mrs. Miller is simultaneously an affectionate, good-natured salute to dreamers, and a cruel explication of exactly why they’re doomed.

Also today: Keith Phipps and Scott Tobias discuss McCabe & Mrs. Miller’s weary pessimism, Leonard Cohen songs, and use of the Altman ensemble approach. And on Thursday, Matthew Dessem digs into the half-forgotten novel that inspired the movie.