Like his 2002 melodrama Far from Heaven, which it resembles in all sorts of good ways, Todd Haynes' Carol opens onto a busy city street scene in full 1950s dress. The camera quickly settles on a young man in a fedora as he rounds a corner and enters a plush eating establishment. A story is brewing there, but one in which Fedora Man will turn out to be no more than a peripheral player, our guide to two elegantly clad women apparently enjoying a gossipy afternoon tea.

That's not right, either. The tea's going cold and the two glossy heads, which belong to Cate Blanchett and Rooney Mara, aren't gossiping. They're former lovers whose amour fou has come under fire from all the artillery a prim postwar America can muster. By the time that deceptively cozy scene rolls around again, almost but not quite at the end of the movie, we'll know what it took to bring a wealthy society matron and a shop girl together, what tore them apart, and what they might do next. The thing is, not even the couple would call their affair to remember lesbian, let alone its more coy cousin, sapphic. They just happened to fall in love, and one of them is a mother, and everyone starts screaming about morality clauses.

Carol is ably adapted by Phyllis Nagy (Mrs. Harris) from a 1952 novel, The Price of Salt, which the great crime writer Patricia Highsmith was brave or reckless enough to publish in 1952. I'm betting that Highsmith, a bold stylist herself, would have loved Carol even though it's a Todd Haynes film in every fiber of its Douglas Sirk-inspired being. Every line of willfully stilted dialogue, every hand resting briefly on a shoulder, every rain-soaked cab window, every stitch of every crimson-saturated scarf and fringed lampshade, every note of Carter Burwell's splendidly lachrymose score, functions as signage of something to do with the mighty clash between desire, propriety and duty that is Haynes' magnificent obsession. Some find all the lush costuming, moody lighting and symbolism stifling, and those who prefer their women's dramas more mellow than melo should probably stick with the recently released (and also very fine) Brooklyn. But though it's true that emotion gets drowned in some of his more semiotic films (I'm Not There was clever, but it was work), in Carol form never trumps feeling.

The passion begins just before Christmas with a stare beamed across a department store floor between two strangers with a gulf of class and age yawning before them. Haynes adores melodrama too much to be fully ironic with it, but he likes to have fun too. Behold Mara's Therese, shop assistant in a company-issued Santa cap she visibly loathes; off-duty she favors plaid tam o'shanters and hooded coats, none of which can disguise the fact that she's basically Audrey Hepburn, shy and unpolished and blind to how enchanting she appears to Blanchett's Carol, a vision in furs, scarlet nails and a shining helmet of frequently tossed blond hair.

So begins a pursuit that's all the sexier for being conducted under the radar of Carol's freshly estranged husband (the splendidly alpha Kyle Chandler), a good man turned vengeful by abandonment. He's not alone. "Do you know what you're doing?" asks Carol's loyal friend and sometime lover Abby, who's played by the terrific Sarah Paulson. "I don't," Carol answers merrily. "I never do." There's a bit of a predator in Carol, and she seems to hold all the cards as the two women embark on a fateful road trip. But from where we sit in both women's futures, she may also, as a wife and mother with no independent means, be a casualty waiting to happen. Therese, meanwhile, quietly blooms into a New Woman.

Tragedy is the driving force of melodrama, and inevitably one of these two women will pay a much heavier price for refusing to "live against my grain" than the other. A revelatory scene in an office full of hard-bargaining divorce lawyers breaks the heart. But it's also a breakthrough, so much so that when the movie comes full circle to that tea-room conversation, both the outcome and the shift in point of view make it crystal-clear that Haynes isn't just paying homage to the genre he's always worshipped. With this ravishing film, he's also conducting a spirited argument with Brief Encounter, and this changes everything.

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