"I didn't think I'd be good in it," says Rooney Mara, who initially declined the role opposite Cate Blanchett, as she recalls their three-minute love scene ("Those things are always awkward") and a much more shocking one that was cut from the film.

Mara on set with Haynes. "I knew the movie Todd was making," she says, "but when I saw it at Cannes, it surprised me how beautifully he had captured the essence of falling in love."

Making of 'Carol': Why It Took 60 Years to Film the Lesbian Love Story

"I didn't think I'd be good in it," says Rooney Mara, who initially declined the role opposite Cate Blanchett, as she recalls their three-minute love scene ("Those things are always awkward") and a much more shocking one that was cut from the film.

This story first appeared in a special awards season issue of The Hollywood Reporter magazine.

When Todd Haynes shoots a love scene, he usually pumps up the volume (he blasted Iggy Pop while filming Christian Bale and Ewan McGregor going at it in Velvet Goldmine and Bob Dylan while Heath Ledger and Charlotte Gainsbourg were shooting their roll in the sack in I'm Not There). But for the love scene in Carol, Haynes' 1950s period drama about an affair between a young department store shopgirl (Rooney Mara) and a wealthy suburban housewife (Cate Blanchett), the director chose to keep things quiet. "Everyone pretends they're not feeling anxious or nervous," says Haynes, 55, explaining his approach to shooting actors in bed. "But they are. So I try to create an environment that's comfortable and predictable. You set your shots, get rid of people that don't need to be there — and then you basically just go."

There was a time when sex scenes, particularly between two women, made more than just the actors uncomfortable. They were considered shocking, even scandalous or at the very least titillating, with Hollywood traditionally portraying same-sex romance between women as steamy spectacle. Not so with Carol, a love story that doesn't titillate, scandalize or shock.


"It's not until she meets Therese that all of that volcanic stuff comes to the surface," says Blanchett of her character's feelings. "She's someone who has to learn to give in to the flights of fantasy that our hearts drive us to — but that's a dangerous place to be."

The film includes a three-minute love scene between two A-list female stars, and yet what industry insiders (and audiences who made Carol the third-biggest opening of 2015 in terms of theater averages; it has grossed $8 million in limited run) have been buzzing about are the cinematography (Ed Lachman shot it on grainy 16mm) and striking sets (production designer Judy Becker worked with a limited palette of dusty pinks and acid greens). The characters in Carol exist in a time of deep sexual repression, but the climate today, in 2015, is so gay friendly (at least in Hollywood) that what was once taboo is now ordinary. "Those things are always awkward," a blase-sounding Mara, 30, says of the on-camera tryst. "But it wasn't any more challenging than any other love scene I've done, I'll tell you that."


Haynes on his reason for directing Carol: "I just thought it was a cute, unsentimental portrait of somebody like Therese falling in love with an older, mysterious, complicated woman."

Phyllis Nagy based her 1997 script for Carol on The Price of Salt, a 1952 novel by Patricia Highsmith, whom Nagy had met and befriended in 1987 when, as a researcher at The New York Times, she'd been assigned to help the author write an article about a Brooklyn cemetery. Nagy left the newspaper in the late 1980s to focus on playwriting and by 1992 had moved to London to be the playwright-in-residence at the Royal Court Theatre. She'd been approached numerous times to write for the screen, always turning the jobs down. But in 1996, a year after Highsmith's death, a producer named Dorothy Berwin offered her a chance to adapt Salt. Berwin had no idea Nagy was a friend of Highsmith when she approached the playwright — she'd simply bought the rights to Highsmith's book with development funds from Film4 and was shopping around for writers. But the coincidence was serendipitous enough to convince Nagy to take the plunge into her first screenplay.


Haynes (left) and Blanchett on the department store set, where Carol and Therese first meet.

For many years, it remained an unproduced screenplay. Despite Berwin's impassioned pitches, Hollywood wasn't interested in a mainstream lesbian movie. The film might never have been produced were it not for the fact that in 2003, while writing the screenplay for the HBO movie Mrs. Harris, Nagy happened to mention the Highsmith project gathering dust in her drawer to Mrs. Harris' London-based producer, Elizabeth Karlsen. Karlsen read and loved the script and decided to make the film. There was just one problem: Berwin still held the rights. And Berwin didn't want to sell.

That kept Carol on ice — and Nagy in despair — for the better part of a decade. But Karlsen was patient. When the rights finally reverted to Highsmith's Swiss publishers in 2011, the producer made a beeline for Zurich to convince them to sign over the book to her, making the case that Karlsen and her husband-partner Stephen Woolley (their credits include 1992's The Crying Game) could successfully produce a version worthy of the source material. The publishers were persuaded. But when Karlsen called Nagy to relay the happy news, she didn't get the response she expected. "Phyllis said, 'That's great. I'm not doing it.' "

"I felt like a heartbroken wreck," Nagy recalls, explaining her reluctance to delve back into the project. "I knew only too well how all the previous glimmers of hope turned out to be false." But Karlsen, a self-described "terrier," kept at her and eventually wore down the writer.



Sketches of Powell's costumes for Blanchett (left) and Mara.


"The challenge with Carol is that we're viewing this same-sex relationship through the prism of a 2015 film," says Blanchett. "These are desperately isolated women, not simply because of their sexual orientation but because they're female in the 1950s, when there wasn't a freedom of emotional speech around this stuff that there is today."

By May 2012, three crucial hires had been made: First to sign on was John Crowley, an Irish theater director who was just starting to make films (he went on to helm this year's Brooklyn). Blanchett had first read The Price of Salt in the late '90s while shooting another Highsmith adaptation, The Talented Mr. Ripley, but at the time wasn't overly impressed. "I never thought, 'I must play this role,' " she says. She changed her mind when, a few years later, her manager handed her a copy of Nagy's screenplay. An offer then went to Mara, a hot property after The Girl With the Dragon Tattoo, to play shopgirl Therese — but Mara initially turned it down. "I had done four films in a row and was exhausted," she says. "I read it and thought it was beautiful and was dying to work with Cate, but I didn't think I could do it. I didn't think I'd be good in it."

Instead, the part went to Mia Wasikowska (Alice in Wonderland), who is four years younger than Mara, widening the age gap between Therese and Carol (Blanchett is 46). A news release was drawn up to announce the casting, stating that filming would commence in London and New York in February 2013. All systems were go — until Crowley unexpectedly quit the project, saying he was busy with postproduction on Closed Circuit (a forgettable thriller starring Eric Bana and Julia Stiles) and couldn't make Carol work with his schedule. With Crowley out, Blanchett's involvement grew "hazy at best," says Karlsen. Growing desperate, she reached out to other directors such as Kenneth Branagh and Stephen Frears. No one bit.


"We had some 16-hour days," says Haynes, on set with Blanchett. "Just thumping at each other and working nights and all that crap. But we had to finish the movie. And we did."


To play Carol's frustrated husband, Haynes cast Chandler, an actor with a "completely solid and absolutely unthreatened" quality that balanced the formidable Blanchett. "Not all guys can stand up to her," says Haynes.

It was during a kvetch session with an old friend — Christine Vachon of Killer Films — that a lightbulb went off. Karlsen was bemoaning the loss of her director while Vachon bellyached that Haynes, her longtime collaborator, recently had an actor drop out of a project. "Then there was just silence," says Karlsen. "And it all made sense." Haynes never had directed a script by anyone but himself, but Carol was squarely in his wheelhouse. The fact that Blanchett, his leading lady (even if she did play Dylan) in I'm Not There, was involved didn't hurt either. Wasikowska, though, had moved on after Crowley left. So Haynes circled back to Mara. "I hadn't worked in a long time and was hungry to work, so I reread the script," she says. "It was an easy yes." At that point, The Weinstein Co. acquired U.S. rights.

The film originally was budgeted at $25 million, but according to Karlsen, its presales ended up demanding a number that was "practically half that," meaning New York was out of the question as a location. An armchair scouting session on Google Maps led to the discovery of Cincinnati as a stand-in, the city bearing some striking architectural similarities to midcentury Manhattan, right down to its period signage. Conveniently enough, Ohio recently had announced more generous tax rebates for filming. "We started out in Cleveland, which didn't work at all," recalls Karlsen of an Ohio scouting trip. "But when we arrived in Cincinnati, Todd was just beside himself."

Preproduction began in January 2014, with Nagy overseeing minor script rewrites as the director amassed an overstuffed "look book" to inspire his production team (he was drawn to archival images by street photographers of the era like Esther Bubley, Helen Levitt and Ruth Orkin). Haynes also meticulously compiled a three-volume, 78-song music mix meant to get cast and crew in the mood; it included selections like Nat King Cole's "The Christmas Song," Peggy Lee singing "Blues in the Night" and Marlene Dietrich and Rosemary Clooney dueting on "Good for Nothing."


Mara as the shopgirl.


An open call for vintage automobiles lured period cars from five neighboring states to the film's Cincinnati location.

After two weeks of rehearsal in Cincinnati, during which the cast (including Kyle Chandler as Carol's husband and Jake Lacy as Therese's boyfriend) submitted to a furious round of fittings at the hands of costume designer Sandy Powell, the 34-day shoot finally began. The schedule was fairly grueling — "We had 16-hour days, which is crazy," says Haynes — and the Cincinnati cuisine left something to be desired ("It's important to feed people well," Blanchett pointedly observes).

For Mara — who tied for best actress at Cannes following the film's May premiere and along with Blanchett is nominated for a Golden Globe — it was a particularly challenging shoot; in the original script, she had two love scenes. "There was one between me and Jake Lacy that got cut out," she says. "Therese is basically jerking him off. You don't actually see it, but you know what she is doing. And at the end, his cum was all over her hand and she's staring at it curiously. They were doing it in one long shot, and we needed to find a way to get a substance on my hand. So Joel, our props guy, was kneeling below the bed and I'd have to sneak my hand out of the shot so he could squirt all this fake jizz on my hand." She laughs, "It was a funny, funny night."


Sarah Paulson as Abby, Carol's friend — and former lover.

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