Ives assembled his Orchestral Set No. 1—best known by its subtitle, Three Places in New England—in 1913-1914. The first movement, "The Saint-Gaudens in Boston Common" (1914) was inspired by a bas-relief by sculptor Augustus Saint-Gaudens displayed in Boston, Massachusetts. The sculpture memorializes the first African-American regiment in the Union Army during the Civil War. Ives' somber sonic impression is based on a three-note figure common to both "Old Black Joe" and "Jesus Loves Me." By way of a preface, Ives wrote a poem that begins with the words "Moving-Marching-Faces of Souls," though he never recast Saint-Gaudens into a song.

The second movement, "Putnam's Camp, Redding, Connecticut," represents Ives' boyhood memory of two bands marching into town, each playing different music, and the resulting clash of sonorities. Along the way there is a dream sequence in which the boy in Ives' program dozes off and envisages General Israel Putnam's regiment marching toward him. In the midst of this sonic dream world, a metrically contrasting march enters the texture, carrying the listener seamlessly into the next "conscious" section. As is common in Ives' music, "Putnam's Camp" was partly synthesized from two earlier works, the Country Band March (1903) and Overture and March: 1776 (1904).

The concluding movement, "The Housatonic at Stockbridge" (1913-1914), may have begun as an orchestral song in 1908. (Ives later made a reduction of the song for voice and piano.) Of its incarnation in Three Places, Ives wrote: "the upper strings, muted, [are intended] to be listened to separately or subconsciously as a kind of distant background of mists seen through the trees or over a river valley." The waters of the Housatonic River gather speed and force, and this texture builds to a powerful climax before settling into the prior, "subconscious" material.

When conductor Nicolas Slonimsky asked Ives for a work to program with his Boston Chamber Players, the composer willingly ignored his already large corpus of music for small orchestra, instead rescoring Three Places within the means of Slonimsky's ensemble. The work was premiered at Town Hall in New York City on January 10, 1931. Slonimsky subsequently performed Three Places in Europe, where it was enthusiastically received and did much to establish Ives' reputation outside the United States.

For the work's publication in 1935, Ives and Slonimsky added doublings to the chamber orchestra score, and the work soon became best known in this third version. A subsequent edition of the work, edited by James Sinclair and premiered in 1974, combines the 1935 edition with Ives' original orchestration. The original full-orchestra version of Three Places remained unheard until 1993.

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