THERESE IS A PRETTY, scrappy shopgirl with a dapper boyfriend and rowdy, heavy-drinking friends. She's curiously watchful—actress Rooney Mara keeps her eyes opened wide—but it's not quite clear what she's looking for. Until Therese sees Carol (Cate Blanchett). Then it all makes sense.

Drifting in on a cloud of elegance to the department store where Therese is slinging Christmas toys, Carol stands in stark contrast to Therese's ordinary life. When the two become friends, and then more than friends, Therese is airlifted into a world of highly refined misery, as Carol is in the midst of a tortured divorce from her husband (Kyle Chandler). Carol and Therese book it out of town on a road trip, where their relationship slowly kindles, and while Carol offers Therese the comforts of the upper class, Therese offers Carol something more rare and valuable: a chance at happiness.

It's kind of strange that Todd Haynes—the director of Velvet Goldmine—has become a master of cinematic restraint, but Carol is perfectly attuned to the culture of mid-century repression it documents, and equally adept at showcasing the passions and prejudices that simmer below the surface. Carol and Therese are careful because they have to be, but their relationship is no less intense or profound for all its caution.

Carol is set in the 1950s, which was not a great time for gay people getting to live the lives they deserved. That makes it all the more remarkable that the film, based on the Patricia Highsmith novel The Price of Salt, doesn't punish its characters by dooming them to misery or early death, like most of the non-straight narratives Hollywood offers up. If creativity thrives within limits, Carol makes a pretty good case that love can, too—although it certainly shouldn't have to.