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We first see psychologist Chris Kelvin (George Clooney) going through his daily routine, getting up in the morning, taking the bus to work, and talking to his patients in their group therapy sessions. However, there is an underlying sadness about Chris, which we'll learn more about later.
One evening, Chris cuts his finger by accident in the kitchen while making dinner and washes the finger under the faucet and looks at the cut. (Important later on). He is then visited by 2 men who give him a video message from his friend, Dr. Gibarian, who has relayed this message from Prometheus, a space station above the water planet Solaris. Dr. Gibarian implores Chris to come to the space station, not explaining why exactly, but that something incredible has happened and that he has to come and see for himself. The 2 men explain to Chris that contact has been lost with the space station and that the government may abandon it and the crew unless Chris travels up there to find out what happened.
Chris makes the trip to the space station and upon arrival finds it mostly empty.
He stumbles upon a makeshift morgue and is devastated to find Dr. Gibarian as one of the dead people on the slab. As Chris leaves the room, he fails to notice blood accumulating in the ceiling panels.
A little boy suddenly runs around the corridor. Chris tries to catch up to boy but loses him.
He then finds only 2 survivors of the crew in the space station. A young man named Snow (Jeremy Davies) who is EXTREMELY WEIRD, and a woman, Dr. Gordon, (Viola Davis) who has locked herself in her room because she is traumatized by what has happened to the rest of the crew. Snow explains to Chris that Dr. Gibarian committed suicide. The little boy that Chris saw earlier was Gibarian's son, but not really. The boy was actually a replica of his son who appeared out of nowhere. Chris asks about another doctor who was also supposed to be on board and Snow says the doctor just disappeared one day. Every single member of the crew has received a visitor, a copy of a beloved friend or relative, and shortly thereafter died mysteriously or gone mad.
After unsuccessfully trying to coax Dr. Gordon out of her room to discuss this phenomenon, Chris goes to bed and dreams about his wife, Rheya (Natascha McElhone) the time they first met, their courtship and making love to her. When Chris wakes up in the morning, Rheya is right beside him in bed. Chris jumps out of bed all freaked out. He asks how she got here and Rheya doesn't seem to know what he means by that and continues to act as if they were still married. Chris realizes that Rheya is his visitor, but that she is not real because Rheya has been dead for years. Chris tricks her into going into an escape pod and seals it shut.
He sends her out to space and then breaks down crying.
Chris gets Snow and Gordon together to discuss what happened. Gordon explains that Solaris is somehow responsible for all of this. The planet is somehow reading your mind while you sleep and conjuring up a living facsimile of your most beloved. Gordon stresses that the visitors are not human that it is too dangerous to treat them as such.
The next night, Chris dreams about Rheya again and in the morning, she's there in bed with him again. She is another copy and totally unaware of the first copy. Chris asks her what she remembers and all she knows is her life with him. She has no clue how she arrived at the space station. Chris decides to let her stay with him.
Against Gordon's judgement, Chris theorizes that Solaris is giving him a second chance with his wife. Gordon thinks otherwise and advises that Rheya should be vaporized immediately, but Chris refuses and carries on his relationship with Rheya.
Rheya however, has thoughts of her own and begins to have doubts about who she really is. She has all the memories of her life with Chris, but they do not feel like they belong to her. Gordon inadvertantly spills out to Rheya about the first copy of Rheya that Chris sent out to space. Rheya suddenly realizes she's not the real one and tries to kill herself by shooting herself in the face.
Chris finds her later on and with Gordon and Snow's help, bring her back to bed where they witness her gunshot wound suddenly healing itself. Gordon warns Chris that Rheya will most likely try again. Chris becomes determined to protect Rheya.
Chris vows to Rheya that they can be happy together and start anew, but she has doubts. Rheya then remembers the argument and breakup with Chris that led to her suicide from sleeping pills, how Chris found her and blamed himself for her death. While Chris is asleep, Rheya sneaks out and asks Gordon to vaporize her, but not before leaving a goodbye video message for Chris.
The next morning Chris confronts Gordon and gets angry at her for letting Rheya die. Suddenly, they look up to the ceiling and see a large patch of blood. Chris opens up the ceiling tile and finds the body of the missing doctor. They both confront Snow and he admits to killing the doctor because it turns out that.... Snow himself is a visitor! He was the doctor's visitor and one day the doctor attempted to kill Snow, but Snow didn't understand why or what was going on and killed the doctor in self-defense and stuffed his body in the ceiling.
Gordon advises vaporizing Snow immediately, however the entire space station begins descending towards the planet Solaris. Snow tells Chris and Gordon to evacuate by an escape pod while he stays behind to meet his doom. Chris and Gordon suit up and head towards the escape pod. Chris suddenly has second thoughts and stays behind. Gordon goes off in the pod by herself.
As the Prometheus hurtles toward Solaris, Chris is unable to stand on his feet and collapses to the floor. The little boy shows up and walks over and holds Chris' hand. Instead of seeing the crash, we next see Chris back at home in his kitchen making dinner. He cuts his finger, like before, and rinses it out under the faucet. As he looks at the cut, it begins to heal itself and disappear. He looks up and sees Rheya standing before him. Chris asks her if he is alive or dead and she replies that they are in a place where all our regrets don't matter anymore, or words to that effect. They embrace and the film ends.
Now the question is: Is Chris dead and in heaven with Rheya? Or is he in Solaris with another copy of his wife? Or is she the real Rheya?
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