The movie is set in December 1952, initially in New York. Therese is a young girl working in a department store who has ambitions to be a photographer, and has drifted into a relationship with Richard, who wants her to come away with him on a trip to Europe, and has stated his intention to marry her. One day in the department store Therese sees a confident, beautiful middle aged woman called Carol (Cate Blanchett), and is intrigued by her.