Based on the Stanislaw Lem novel, which was previously adapted in 1972 by the great Russian filmmaker Andrei Tarkovsky, writer-director Steven Soderbergh's Solaris has the ethereal wonderment of a classic space epic, but in this case, the space is as much psychological as physical. Produced by a Hollywood system that usually confuses science fiction for action-adventure, the film takes place mostly in the cramped chambers of the ship and the mind, drawing a profound and moving existential love story from one man's desperate psyche. The meditative effect is not unlike being dipped into a sensory-deprivation tank, with spectacularly vivid and hypnotic imagery that's conjured up by the imagination. Soderbergh, in his riskiest commercial venture to date, directs a large-scale studio project with unusual intimacy and restraint, translating Lem's book into a tender, quietly emotional experience with strong philosophical underpinnings. Less a planet than a state of mind, the title sphere radiates like a shimmering mood ring, feeding and responding to the deepest longings of the lost souls drawn into its orbit. Responding to an alarmingly cryptic message from his friend Ulrich Tukur, the commander of an expedition assigned to tap the ocean world for resources, civilian psychologist George Clooney journeys to an arid space station, where he finds that Tukur and other crew members have died under mysterious circumstances. When he questions Jeremy Davies and Viola Davis, the two remaining cosmonauts, they don't have any clear answers about what's happening or why, but each are haunted by "visitors" who are no longer alive, but appear to them with extraordinary vividness. Soon after his arrival, Clooney receives a "visitor" of his own when his dead wife Natascha McElhone materializes in his room and coaxes him back into their relationship. The tension between Clooney's rational response to these hallucinations and his irrational desire to believe she really exists gives Solaris a powerful sense of loss, as the forces that govern the heart gradually chip away at his sanity. In a twist on most ghost stories, where the haunted try not to believe their eyes, the film adds another layer of poignancy by making the apparition increasingly aware of her own falseness and the damage that might result from accepting her as real. Much like Memento, Solaris comments brilliantly on the slippery nature of memory, which can reprocess and distort the truth in order to make life more bearable. Though glazed in chilly surfacesthe Kubrickian spaces, Cliff Martinez's gorgeous ambient score, the elliptical editing rhythms of Soderbergh's recent work, particularly The Limeythe film contains a surprising depth of feeling within its egg-shaped head. Like the most enduring science fiction, Solaris has the pull of Big Ideas, but doesn't sever the heart from the mind.