They first glimpse each other across a crowded department store. It’s the holiday season; Therese (Rooney Mara) is working behind the counter, and Carol (Cate Blanchett) is shopping. Masterful point-of-view framing captures their fascination with each other, and when Carol comes over to the counter to make an inquiry, two scenes are happening. On the surface, Carol’s asking about a doll for her daughter and other gift possibilities — but the movie is lingering in the pauses and reaction shots, as they steal glances at each other and exchange loaded dialogue (“What did you want when you were this age?” “A train set”). Their interest and attraction is immediate and obvious, but it must be broached carefully, because this is 1952, and women don’t just hit on other women in department stores. Or in movies.

There’s a secondary character in Carol who spends his time watching movies over and over, analyzing them, filling in the blanks and teasing out the subtext, and it’s not much of a stretch to guess that director Todd Haynes sees something of himself in that character. Carol feels like the third part of a loose trilogy — preceded by Far from Heaven and his HBO miniseries adaptation of Mildred Pierce — of films set in the past, about women who are trapped by the confines of their time. The agony of closeted homosexuality, a subplot in Heaven, becomes the focus here; Therese is a young bohemian, in a comfortable relationship with a nice but clueless boy (Jake Lacy), while Carol is about to divorce her husband Harge (Kyle Chandler). The reason for the split isn’t explicitly stated, but it’s not hard to guess, particularly since the name “Abby” keeps floating up like a specter in their bristling, terse conversations.

Phyllis Nagy’s script (adapted from Patricia Highsmith’s novel, originally issued pseudonymously) and Haynes’ direction captures the essence of Therese and Carol’s initial attraction: to Carol, Therese represents youth and openness, while the younger woman sees Carol as a vision of class and elegance. They meet again, for lunch — Ed Lachman’s camera evocatively captures the way smoke curls out of their booth on a chilly afternoon — and continue to carefully suss each other out, their questions and answers (“And would you like to marry him?” “Well, I barely know what to order for lunch!”) landing with the connotative impact of the “shells and oysters” scene in Spartacus.

That tentativeness continues well into the relationship. When they take their first car ride, Haynes pods down the dialogue, puts the music up front, and plays the scene in tight close-ups; it doesn’t matter what they’re saying, but how they’re listening, with longing eyes and knowing smiles and hesitant, grazing touches. They continue to quietly circle each other during an impromptu road trip, in the car and in hotel rooms, both afraid to take the plunge they so desperately desire.

What happens after that is for you to discover; suffice it to say that the film, like the novel it’s based on, doesn’t traffic in the kind of pay-for-your-sins tragedy which stifled so much queer art of the era, nor does it make easy heroes or villains of anyone involved. Therese’s sorta-boyfriend is ignorant, but not altogether bad; Harge is rendered (in no small part by Chandler’s sensitive playing) less as evil than hurt, and his scenes get at the way the failed relationship has wounded his fragile ‘50s masculinity, as well as the brutishness he uses to cover it. “We’re not ugly people,” Carol tells him at a key moment, and she’s right — he’s a product of his time. And times change.

The performances are predictably astonishing; Mara has a way of conveying the fullness of her character in an offhand line reading, and the variations in Blanchett’s tight smile tell, in their own way, the film’s entire story. The picture is gorgeous, which is no surprise from Mr. Haynes — lushly photographed by Lachman (yet in grain-pushing Super16, to keep the image from seeming too immaculate, its New York streets a noticeable contrast to Heaven’s squeaky-clean Sirkian suburbs), magnificently costumed by Sandy Powell, every car gleaming, every tchotchke in place. These rooms and stores seem to close in on our heroines; ultimately, they cannot contain them.

Late in their road trip, Carol and Therese spend New Year’s Eve together. Carol says she’s always suffered through the holiday at business parties, with her husband. Therese replies, “I always spend New Year’s alone… in crowds.” At its heart, Carol is a movie about that feeling, and about finding a respite from it — even if only for a moment.

Carol screens this week at the New York Film Festival. It opens November 20 in limited release.