During my Random Roles interview with him, Davies mentioned that just for larfs, he decided to videotape himself playing Charles Manson years before he actually played Manson in 2004’s Helter Skelter. That kind of dedication either gets you a plum role as a famous lunatic in a TV miniseries, or gets you taken into protective custody. Yet the unbearable fidgetiness of Davies’ being works in Solaris’ favor, since his character has seen and experienced things that have scarred him irrevocably and left him a twitchy, anxious, Jeremy Davies-like mess of a man. It also adds an additional urgency to the dire situation in which Clooney finds himself. Is there a fate worse than being trapped in outer space with Charles Manson?

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Viola Davis brings her usual no-nonsense gravity to the role of the ship’s other melancholy survivor, a tough, smart woman fighting a brave but losing struggle to hold onto her sanity. Soon Clooney receives a visitor simultaneously wanted and unwanted: a strange creature professing to be McElhone. At first, Clooney is freaked out and tries to get rid of this exact double of his dead wife. That doesn’t work, and he’s torn between the dictates of his rational mind and irrational heart. Logically, he understands that the beautiful woman before him cannot possibly be his dead wife, yet there she is all the same, flesh and blood and hungry eyes and Mona Lisa smile.

Clooney must decide whether to believe a beautiful fiction—that, to paraphrase a particularly resonant phrase from the Dylan Thomas poem that serves as one of the film’s motifs, in the brave new world of outer space, death has no dominion, history is not destiny, and the past can be rewritten—or the soul-crushing truth that the woman gazing adoringly at him is a trick of imagination, a phantom being created by a mysterious alien intelligence using the raw material of Clooney’s memories of his late wife. She’s an alien who looks and feels like home.

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Soderbergh asserts his authorial voice in part by fracturing the film’s chronology and cutting back and forth elliptically between the present, and flashbacks of Clooney and McElhone meeting, falling in love, getting married, and growing apart. It’s a testament to the film’s dreamlike mood and hushed, hypnotic tone that the flashbacks cover a great deal of thematic ground—including McElhone’s suicide after Clooney leaves her—while still seeming like a random assemblage of wonderful little moments captured out of time.

Solaris author Stanislaw Lem was disappointed with Soderbergh’s adaptation because he felt it highlighted the central emotional dynamic between Clooney and McElhone over his novel’s science-fiction aspects. I was deeply moved by it for the same reason. Clooney and McElhone create a sense of psychological intimacy that pervades the film. They communicate through a secret language of half-smiles and charged looks. Solaris captures the way a couple can form a sort of private universe; Clooney and McElhone don’t have to go to outer space to feel like no one and nothing in the world matters but them. Clooney longs to hold onto that connection at any cost. The woman on the ship with him may not be McElhone, but it’s the closest thing to her this side of heaven.

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Solaris is a profoundly sensual film in mood and visuals, but the spectacle always serves the story. McElhone plays her part with a heartbreaking combination of vulnerability and otherworldliness. She possesses a fragile beauty that’s just a hair’s breath away from ugliness; if her nose or chin were an inch or two longer, she wouldn’t need makeup to look like a witch. McElhone may not be anybody’s idea of a big movie star, but she has an unforced chemistry with Clooney that’s essential to the film’s success. Clooney, meanwhile, manages not to lapse into histrionics while playing a man consumed with grief and a fatal eagerness to rewrite the past.

I was tempted to revisit Solaris in part because it reminds me of this year’s Moon, another cerebral, Kubrick-inspired science-fiction film about outer space as inner space. It also recalls Eternal Sunshine Of The Spotless Mind—one of my favorite films of the decade—in its deeply moving depiction of a man who learns the absolute necessity of holding onto the most difficult parts of our past even if they cause us unimaginable pain. The tragedy of Clooney here is that he isn’t willing to let go, that he ultimately chooses fantasy and delusion over the agonies of real life. To paraphrase “Midnight Train To Georgia,” Clooney would rather live in her world—even if it’s not really her or her world—than live without her, or at least a synthetic substitute. He’d rather hold onto a ghost rendered flesh than have her only as a memory.

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Solaris shocked no one by failing to recoup its budget, and it received respectful but far-from-fawning reviews. It isn’t the kind of science-fiction film that draws huge crowds, but it is the kind of haunting, resonant romantic tragedy that leaves a lingering impression.

Failure, Fiasco or Secret Success: Secret Success