The long-term functional abilities of patients after a unilateral total knee arthroplasty (TKA) are influenced by the status of the nonoperated knee at the time of the TKA. We hypothesized that in the 3 years after TKA, the nonoperated limb would become more painful, and the quadriceps muscles would weaken; pain and strength would influence performance on functional testing by 3 years after TKA. Healthy control subjects were tested over the same time interval; we hypothesized the controls would also decline in strength and function over time. Individuals with unilateral knee pain (less than 4/10 on a verbal analog scale) were recruited preoperatively. We tested patients 1, 2, and 3 years after TKA to determine changes in strength, self-report outcome measures, and performance on a stair climbing test and the 6-minute walk test. Control subjects without osteoarthritis were tested twice, 2 years apart. The nonoperated limb of patients with TKA weakened from 1 to 2 years, and further weakened from 2 to 3 years after TKA; by 3 years after TKA, the nonoperated limb was more painful compared to the operated limb. Three years after TKA, nonoperated knee pain contributed 44% of the variability in the 6-minute walk and 33% of the variability in the stair climbing test. Patients with TKA were weaker, slower, and had lower self-report outcome measures compared with control subjects at both time intervals. Control subjects also weakened over time, yet were stable on self-report outcome measures and the 6 minute walk test. Weakening of the quadriceps muscles in all participants represents changes due to ageing; however on average the nonoperated limb weakened over time, possibly representing not only changes resulting from aging, but progression of osteoarthrosis in some patients with unilateral TKA.