Those entering a theater showing "Solaris" expecting a space-set thriller, complete with slimy alien creatures and action-packed battles, should look elsewhere. The majority of the motion picture takes place on a space ship, this is true, and there are major hints of something supernatural going on, but that is where its conventions end. For a film in the science-fiction genre, and one opening over Thanksgiving weekend, no less, it is unusually weighty and ponderous stuff, requiring the viewer's close attention and an open mind. Even then, some may admittedly still feel alienated.

Written and directed by Steven Soderbergh (2001's "Ocean's Eleven") and based on the novel by Stanisalw Lem, which was first adapted in 1972 by Andrei Tarkovsky, "Solaris" is a very deliberately paced and emotionally demanding meditation on the power of guilt, the value of life, and the undying feeling of true love. As perplexing in its subject matter as it is heartbreaking in its aftereffect, audiences may well stumble out 98 minutes later questioning what it is exactly that they have just seen, and then won't be able to get it out of their mind for quite some time after.

Set in the near future, Chris Kelvin (George Clooney) is a sullen psychologist asked by an old friend (Ulrich Tukur) via videotape to travel to a space station orbiting the distant planet of Solaris and investigate a problem the inhabitants have encountered. Once onboard, Kelvin finds only two survivors, Snow (Jeremy Davies) and Dr. Gordon (Viola Davis), both of whom are for some reason resisting their return to Earth. Upon waking up from sleep, Kelvin is visited by his wife, Rheya (Natascha McElhone), who has been dead for several years. She is not a figment of his imagination, nor is she necessarily the same woman he was married to, so what, exactly, is she? Despite looking and sounding like Rheya, and having all of her memories, Kelvin at first resists her return, and then starts to believe it may be his only chance to right the wrongs he made when she was with him on Earth.

A thought-provoking mystery of a movie, "Solaris" offers few solid answers and a whole lot of questions that it asks the viewer to answer for themselves. At its core, however, are a number of issues that are existentially dealt with in a beautiful manner. What would it be like, for example, if a lost loved one returned exactly as they once were, but you knew they were simply a replicant of their real self? And how would you deal with getting a second chance to fix the mistakes you made in the past? When Rheya returns to Kelvin, she is exactly as he remembers her: deeply in love with him, but burdened by depression and suicidal tendencies. There is no way to help her, because his past memories cannot be altered, yet every time she kills herself she is resurrected.

"Solaris" is intentionally languid and slow, soaking up and savoring its every plot point and nuance. The end result is something both mystifying and beautiful, brought to life by a top-notch production team. The visual effects by Cinesite and Rhythm & Hues, although used sparingly, are wondrously believable, and the sterile production design by Philip Messina (2000's "Traffic") makes great use of empty spaces and long corridors. Likewise, the cinematography by Soderbergh himself alternates between richly textured, warm colors in the flashbacks, and steely, cold ones in the present day.

George Clooney (2001's "Ocean's Eleven"), usually one to play strong, suave types, is a revelation as Chris Kelvin. Clooney adeptly plays Kelvin as a man who has suffered a great loss, and has not been able to pick the right pieces up to move forward in his life. The internal conflict he is going through, and the external one he faces when Rheya reappears, superbly transpires through Clooney's heartfelt performance.

Natascha McElhone (2002's "Feardotcom") matches Clooney, yet has a somewhat trickier part to play, as she alternates between being the real Rheya in the flashbacks, and another version of Rheya based completely on Kelvin's memories of her. McElhone's interpretation of both figures is indelibly brought to life with equal shadings of warmth and severe hurt. Adding excellent support are Jeremy Davies (1999's "Ravenous") and Viola Davis (2002's "Far From Heaven"), as surviving crew members Snow and Gordon, both of whom are grappling with the sudden appearance of people from their own lives.

"Solaris" is such a multilayered and labyrinthine undertaking that the brief 98-minute running time could have, and should have, been lengthened to further develop the rapturous story and its characters' pasts. The hefty issues the film touches upon are beautifully handled within the confines of the screenplay, but almost demand further scrutiny. "Solaris" is the kind of film one cannot simply walk away from and not think about. It is not only powerful, but the lasting impression it makes is nearly unshakable. When Kelvin mournfully states near the end, "I can't help but wonder if what I thought about Rheya was wrong," you'll know exactly what he means. The implications of such a notion are staggering.

©2002 by Dustin Putman