NOTE: This spoiler was submitted by Anonymous

The movie begins with various shots of New York in the early ’50s.  A man named Jack enters a nice restaurant and spots his friend Therese (Rooney Mara) who is seated across from a pretty blonde woman (Cate Blanchett), who is introduced as Carol.  Upon Jack’s entrance, Carol excuses herself from the table, saying she has an event to attend to.  She says her goodbye to Therese, squeezing her shoulder.  Jack suggests Therese and him share a ride to their mutual friend’s party.  Therese agrees, sedately.  In the cab, Therese sees Carol walking down the sidewalk and flashes back to a day months earlier, when Therese is working at a department store, wearing a Santa hat, transfixed on something in the distance.

Still in the flashback, Therese is picked up at home by her boyfriend, Richard.  She rides tandem on his bike to the Frankenberg Department Store where they work.  As they head to the floor, every employee is handed a Santa hat and told it’s a gift from their employer.  In the break room, Richard mentions an upcoming boat trip that he wants to take with Therese.

Therese is revealed to work behind the counter of the toy department.  Her supervisor chastises her for not wearing her complimentary Santa hat, which Therese puts on, now matching the flashback we had seen a few minutes earlier.  Amongst the rowdy customers admiring a train set, Therese is fixated on the calm and radiating Carol.  But a woman approaches her, distorting the view to ask where the restroom is.  After Therese directs her, Carol has disappeared, much to Therese’s disappointment.  But suddenly, Carol is in front of her, asking for help finding a Betsy Wetsy doll.  Therese is familiar – the doll wets itself – but says they have sold out.  Carol is disappointed, saying it’s the doll her daughter wanted.  Therese references the other dolls they have for sale.  Carol begins to smoke a cigarette and Therese has to tell her that she can’t smoke indoors.  Carol is defensive, stating that she is just stressed out from the shopping and Therese politely sympathizes, telling her she feels the same way.  Carol tells Therese she is kind and asks what doll she would have liked as a young girl.  Therese tells her she didn’t play with dolls but would have loved the train set that Carol must have seen as she entered, as it snakes around the store.  Carol decides to take Therese’s suggestion and Therese writes up a sales ticket.  Carol walks away but turns and tells Therese she likes her [Santa] hat.  Therese then notices Carol has left her gloves on the counter.  She notes Carol’s home address on the sales ticket.

Therese is now in a bar with some guy friends.  One of them gives her back her camera, which he has fixed for her.  A new acquaintance tells her he works at New York Times and if she comes by sometime, he can show her around the photojournalist department.

Carol returns to her massive home in New Jersey.  She brushes her daughter’s hair while they look in the mirror and is loving towards the girl.  A woman named Aunt Abby is mentioned, the godmother of Carol’s daughter.  Carol then attends a dinner party where she dances with her husband, Harge (Kyle Chandler) who tells her every time they go out, she’s always the most beautiful girl in the room.  But Carol is uncomfortable and doesn’t want to be there.  A friend finds her in the corner and invites Carol to her home for Christmas.  At home, the gloves arrived, postmarked from Therese at the department store.

At the store, Therese checks with the human resources department to check the status of the train set to Carol’s home, saying she had promised it would arrive by Christmas Eve.  She gets a confirmation that it has arrived on time.  When Therese goes upstairs, her supervisor calls her over, frightening Therese.  But it is revealed that Therese has gotten a phone call from a customer.  It is Carol who thanks Therese for sending the gloves.  To show her appreciation, Carol offers to take Therese out to dinner.  Therese has to ask her supervisor for a pad and pen to write down the address, which irritates the supervisor even further.

Carol is now driving in a convertible with Aunt Abby (Sarah Paulson), who inquires about the shop girl that Therese is meeting up with.  Although she claims she is merely thanking someone who returned her gloves, Abby teases Carol, suspecting she is interested in her romantically.  This is the first time we hear that the wife and mother is openly interested in women.

Therese and Carol meet at the restaurant.  Carol confidently orders creamed spinach as well as a dry martini with an olive.  Overwhelmed, Therese simply orders “the same thing.”  When the waiter asks if she means the entrée or the drink, Therese tells him “All of it.”  Carol asks Therese if she is living with someone.  She tells her no, but her friend Richard wants to live with her.  Carol seems disappointed so Therese interjects, “It’s not like that.  He’s just in love with me.”   Carol tells Therese that her husband and her are divorcing.  She suggests that Therese stop by her house in the country.  Carol admires Therese, telling her she seems to have just “sprung out of [outer] space.”

Therese now meets with her new friend at the New York Times building after hours.  She is intrigued by the photo lab.  He asks her what kind of photography she does and she tells him she takes shots of a lot of trees and buildings.  He tells her she should photograph people but she has always been shy about taking pictures of people because it feels intrusive.  He tries to kiss her but she stops him.

Richard joins Therese as she waits for Carol to pick her up.  He asks if she is distant from him because he’s had sex with two other girls in the past but says he only did it because they loved each other.  She says it doesn’t bother her because the two of them have never had sex.  Carol arrives and Richard says “Bye, I love you” to which Therese doesn’t respond.  Carol and Therese drive through a long tunnel and seem giddy to be in each other’s company.  Their first stop is a Christmas tree lot.  Therese takes a photo of Carol while she is selecting a tree.  Carol catches her in the act and Therese apologizes, telling her she had been encouraged to start photographing human subjects.  Carol isn’t upset though; she just says she’d prefer to be photographed when she is more done up.

At her home, Carol and her daughter decorate the tree.  Therese isolates herself at the piano and plays a tune.  Carol comes over and asks Therese about her photography.  She asks if Therese is talented to which Therese doesn’t know.  Carol tells her it’s something she would have been told by others.  Carol suggests visiting Therese’s apartment to see her work.  The two are having a great time but then Carol’s husband, Harge, comes home to pick up their daughter.  Carol objects defiantly, reminding him their daughter was supposed to spend Christmas Eve with her and then Christmas Day with his relatives in Florida.  But he says they have a long drive and his parents demanded they leave early.  Harge then spots Therese.  She tells him they met at Frankenberg’s and she invited her over to thank her for returning her gloves.  Harge doesn’t believe this and they step outside to argue. Inside, Therese can hear them yelling, with Harge accusing Carol of being in love with “the shop girl in their home,” lamenting that he thought she had recovered from her period of immorality.  Inside, Therese turns up the stereo loud to drown out the discussion.  When Carol returns inside, she is cold to Therese and tells her there is an 8 PM bus back to New York and she should be taken to the station immediately to make it in time.

Therese takes the bus home, rejected and sad.  When she gets to her place, the public phone in the hallway is ringing.  She answers it and her neighbor comes out and tells her it’s too late for phone calls.  Therese points out that coming home to a ringing phone isn’t her fault.  On the line, Carol apologizes for the abrupt exit and asks to come over to Therese’s place to see her photographs.  She also suggests they spend Christmas together as she’ll be all alone.  She is planning on taking a trip out west.  Therese agrees.

The next day, Harge returns with their daughter.  She has been crying that she wants her mother to join them for Christmas so he is now adamant that Carol come along.  He tries to get her to rethink the divorce but she refuses to join him, adamantly wanting to stay home.  He asks her where else she is going to go on Christmas given she has no friends.  She tells him she has lots of places she can go – with Ed or Abby.  At the mention of Abby’s name, he accuses her of cheating on him with her.  Carol explains Aunt Abby’s is their daughter’s godmother and that their relationship was over long before it was over with him.  Harge is violent, upset that he didn’t get his way.  He reluctantly drives off without her, threatening Carol that she will be sorry.  She realizes that if he can’t have her, he will make sure no one else can.

Carol shows up at Therese’s apartment stating she needs a drink and hopes that her refrigerator contains more than just film canisters.  Carol looks at the pictures on Therese’s wall including the recent one of her at the Christmas tree lot.  Therese is humble, saying she would do a better job in better circumstances.  But Carol is impressed with her work, telling her the pictures are perfect as they are.

Richard and Therese walk through the city and he asks why she’s been so distant.  She explains that they don’t have chemistry and that when two people connect, it is undeniable.  She explains that who you fall in love with is out of your control – it could even be two men – and asks if he’s ever been in love with a boy.  He scoffs at the notion and says of course not.  He then inquires if she’s in love with a girl.  She denies this.

Carol meets with her lawyer who suggests she sits down.  She laughs at this, wondering why people always think sitting down will help lessen the blow of bad news.  Her lawyer tells her that Harge has suggested Carol has broken a morality clause and therefore he will get sole custody of their daughter.  She knows this refers to her homosexual relationships.  Carol goes outside to smoke and notices an expensive camera in a window display.

Meanwhile, Therese goes to a record shop and is very specific in finding a certain album.  As she purchases it, two lesbians ogle her from afar.  She ignores them.

At home, Therese is packing up while Richard lambasts her for quitting her job and leaving for a long period of time.  She tells him her last month is paid because she had extra money in her savings – he points out she has that surplus because she was putting it aside for their boat trip.  He chastises her for having a “schoolgirl crush” on this older woman and that she’ll regret leaving him when she sees him with another girl.  She ignores this and tells him she’s having her mail forwarded to Chicago so he doesn’t need to check it.

Carol and Therese set out on their cross-country trip.  They stop at a motel.  While Carol takes a shower, Therese looks through her suitcase, smelling her sweater.  She stops short when she sees a gun hidden amongst her clothes.  When they get back in the car, Therese asks Carol if she believes she’s in danger.  Carol replies in the negative.

Harge arrives at Abby’s door, asking for Carol and saying he will drop the charges if she stays with him.  Abby tells him Carol isn’t there and he shouldn’t be so presumptuous.  Harge doesn’t believe this because Carol has no other friends – and then realizes Carol must be with “the shop girl.”

Carol and Therese stop by a restaurant, vacant because everyone is at home for the holidays.  Therese gives her present to Carol – the album she purchased, which includes the song Therese played at the piano in Carol’s home.  Carol then gives Therese a present – an expensive camera for her to take photos.

The two drive into Waterloo, Iowa, a quaint little town.  Carol is giddy to be spending New Year’s Eve in Waterloo because she’s always been the wife of Harge and her identity was always tied to him – even her friends were all his acquaintances introduced through him.  They plan to open a bottle of champagne but Therese rushes outside to get some ice.  In the parking lot, Therese finds the ice bucket.  A goofy man approaches and offers to help her, mentioning how the ice tends to fog up his glasses.  She is polite to him but obviously finds him weird.

Inside, Carol and Therese kiss for the first time.  Therese takes photos as she lovingly watches Carol sleep.

The next morning, Therese is seated at a table with her morning coffee.  The dorky man from the night before joins her.  She tells him the coffee is horrible but he tells her all coffee is good, as long as it’s warm.  Carol then joins them with a map, telling Therese she thinks the coffee is horrible.  The nerdy guy tries to ignite a conversation but Carol just responds by smiling at him, silently.  When Therese mentions they are headed to Chicago, he tells them he is, too, and suggests taking a shortcut through the interstate to save two hours.  Therese thanks him for the tip.  Carol responds with an indifferent smile.

In Chicago, Therese checks her mail at the post office she has had her letters forwarded to.  Carol sneaks into a phone booth and calls her home to hear her daughter’s voice but she hangs up without speaking.  Carol reunites with Therese who asks if she had made a phone call, coming from the direction of the phone booths.  Carol denies this, stating she just went to the restroom.

In their hotel, the woman at the desk tells them they can upgrade to the presidential suite at an attractive price.  Carol tells the woman two standard rooms are fine but Therese interjects, pointing out it’s an attractive price.   Inside, Carol puts makeup on Therese.  They then make love for the first time with Carol admiring Therese’s body, saying she used to look just like her.  She repeats, “Where did you come from?  You sprung out of space.”

The two of them go to check out of the hotel.  Carol receives a telegram while Therese loads the car with their suitcases.  Carol comes outside, panicking, demanding her suitcase.  She grabs the gun and runs back to the room they’ve just vacated.  The goofy man is inside, without his glasses – he is a private detective and he has bugged their room, recording their conversation and their sexual encounter.  Carol points the gun at him but he tells her he has already sent the recordings to his employer and there’s nothing they can do.  She asks how she knows he isn’t lying and he replies that she doesn’t.  She fires the pistol at the tape recorder but no bullets come out.  Therese enters and discovers what has happened.  She tells the private detective, “How dare you.”  He responds, “It’s not personal.  I’m just doing my job.”

In the next hotel, Carol is frantic, knowing Harge is going to use this against her at the divorce hearing. When they go to sleep, Therese tells her they can sleep in the same bed, despite procuring two separate beds at this hotel.   They go to sleep but when Therese wakes up, Carol is gone and Aunt Abby is in her place.

At breakfast, Abby confirms that Carol is gone.  Therese asks Abby why she hates her but Abby responds that she doesn’t, pointing out that she just drove across the country to bring her back to New York.  She explains that she’s not jealous of Therese because she’s known Carol since they were 10 and they had their sexual tryst as teenagers – but now their relationship is strictly platonic.  Abby gives Therese a letter that Carol has written to her.  Therese reads it and we hear Carol in voiceover saying that one day, she will come for Therese, running towards her with open arms – but for now, she has to focus on her daughter and because of this, they must not contact each other until that day comes.

Therese returns to her apartment and develops the photos she’s taken of Carol.  She somberly remembers the woman she has now become estranged from.

On the street, Therese runs into her friend from the New York Times.  He helps paint her new place and asks if she has been somber around him because he tried to kiss her months earlier.  This amuses her.  He tells her there is an opening in the photojournalist department and he can recommend her for the job.

Carol is living with Harge again.  Her daughter returns from boarding school and she is ecstatic to see her.  Carol and Harge have dinner with his parents.  They comment that they were told she is seeing a great doctor.  She tells them she is seeing a psychotherapist, not a great doctor.  Nonetheless, the family awkwardly comments that they heard the treatment was going well and that she is said to have been cured.  Carol is dismissive towards this.

Carol meets with Abby and tells her she can’t stand being with Harge.  She only stayed with him to see their daughter but she is never at home.  Abby mentions that she’s heard Therese is doing well at her new job at New York Times.

Being a woman, Therese’s position at the newspaper is a secretary to the male journalists, which isn’t as enthralling as she’d hoped.  Carol calls Therese at home but does not speak when Therese answers.  When Therese asks if it is Carol on the line, Carol struggles in how to respond – but forces herself to hang up the phone by pressing down the hook switch.

Carol has now hired a lawyer and is going through divorce proceeding with her husband.  Harge’s lawyer says if she is difficult, he will expose her a lesbian and will get full custody of their daughter.  Carol’s lawyer counters by saying they’ve prepared a statement – that Harge was so harsh to her, it is what drew her to behave amorally in the first place.  Against his urging, Carol speaks candidly towards Harge.  She doesn’t understand why the divorce has to be so nasty.  Instead of apologizing for her homosexual behavior, she admits that her feelings towards women are part of her and she doesn’t know exactly how they’re sourced but it doesn’t negate the time she was married to her husband.  She says she doesn’t want money, that he can have full custody of their daughter – she just wants visitations, even if they are supervised, and that this is not much to ask for.

At the Times building, Therese is told she had a letter hand delivered to her.  It is from Carol, requesting that Therese meet her at 7 PM tonight at a restaurant.  Therese throws the letter in the garbage and continues her work.

But that night, Carol shows up at the restaurant and there is Therese, waiting.  The two have a conversation where Carol dotes on Therese, telling her she looks divine.  She then tells Therese that she no longer lives in her house in the countryside but instead has an apartment in the city.  Carol suggests that Therese move in with her… but Therese refuses, still recovering from the heartbreak months earlier.   Then Jack, the friend from before, spots Therese and interrupts the two – this is the framing device from the beginning of the movie, as we now know the scene in context.  As earlier, Jack suggests Therese and him share a ride to their friend’s party and Carol excuses herself, saying she is meeting friends at a restaurant and should head out anyway.  As before, Carol squeezes Therese’s shoulder as she exits but now we see this from a different angle instead of Jack’s point of view.

As before, Therese shares a taxicab with Jack as they go to their friend’s party, looking out the window, reminiscing about Carol.  At the party, Richard is there, dancing with another girl.  He shoots Therese a dirty look, hoping she is regretful for deserting him.  A lesbian (Carrie Brownstein) seems entranced by Therese and follows her into the kitchen, trying to start up small talk.  But Therese is mentally distracted and non-receptive.

Therese leaves the party and makes her way to the restaurant.  The host tells her she cannot enter without reservations but she says her friend might be inside and she steps inside without permission.  Therese looks around the busy restaurant and finally spots Carol, at a table in the back, laughing amongst dapper men.  The camera now is filmed from Therese’s point of view as she walks towards Carol.  When we catch Carol’s eye, her face lights up knowing Therese has made a conscious decision to join her.  Carol smiles as the film fades to black.

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While working at a department store, Therese spots Carol, a beautiful older woman who is shopping for her daughter’s Christmas present.  When Carol leaves her gloves behind, Therese uses this as an opportunity to keep in touch.  Carol, while although married, has had a same-sex relationship in the past and reaches out to Therese under the guise of a thank you for returning the gloves.  The two become closer and plan to spend the holidays together as Carol is going through a divorce and will be alone.  But her husband does not want to separate and hires a private investigator to follow Carol and Therese, securing a recording of them making love to prove she is an unfit mother due to being “amoral.”  Frightened that she will never see her daughter again, Carol returns to her husband and abandons Therese.  But because her daughter is sent to a boarding school and her husband makes her miserable, Carol ends up proceeding with the divorce anyway, only requesting that she has supervised visits with her daughter.  Carol then tries to reunite with Therese, even suggesting they move in together, but Therese is standoffish after having been heartbroken by Carol’s abandonment.  Yet, after realizing how rare it is to connect with someone the way she did with Carol, Therese finds her at the restaurant she said she would be at.  She approaches as the movie ends on a happy, open note.

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