Clinical psychologist Dr. Chris Kelvin (George Clooney) is approached by emissaries for DBA, a corporation operating a space station orbiting the planet Solaris, who relay a message sent from his scientist friend Dr. Gibarian (Ulrich Tukur). Gibarian requests Chris come to the station to help understand an unusual phenomenon, but is unwilling to explain the exact nature. DBA is unsure how to proceed, as the mission to study Solaris has been sidetracked and none of the astronauts want to return home. In addition, DBA has lost contact with the security patrol recently dispatched to the station. Chris agrees to a solo mission to go to Solaris as a last attempt to recover the crew.
Upon arriving at the space station, Chris learns that Gibarian has committed suicide and most of the crew have either died or disappeared under bizarre circumstances. Both surviving crew members, Snow (Jeremy Davies) and Dr. Gordon (Viola Davis), are reluctant to explain the situation at hand. Alone in his crew quarters, Chris dreams about his dead wife Rheya (Natascha McElhone)—reliving when they first met and some of their most romantic and intimate moments. He awakens shocked and terrified to encounter Rheya alive again beside him in bed and leads her into an escape pod and jettisons it into space. Chris confides his actions to Snow and comes to understand that replicas of the crew's loved ones have been mysteriously appearing. When Rheya manifests a second time Chris lets her stay, but she admits she doesn't feel human; her memories feel artificial, in that she lacks the emotional attachment that comes with actually having lived them.
Chris, Rheya, Snow and Gordon meet to discuss the situation and Gordon informs Rheya what Chris did to her previous replica. Rheya leaves the meeting horrified and Chris confronts Gordon, who in turn chastises him for getting emotionally involved with something that isn't real and may pose a threat to human beings. Later, during a dream, Chris questions a replica of Gibarian as to what Solaris' motives are for providing the manifestations, but is told "there are no solutions, only choices." Chris wakes to find Rheya dead, having committed suicide by drinking liquid oxygen and, in front of Gordon and Snow, Chris wills her back to a restored state. Gordon reveals that she has an apparatus which can permanently destroy a replica but Chris objects to using it on Rheya. He begins ingesting a chemical stimulant to stay awake in order to monitor Rheya. Chris eventually falls asleep and Rheya approaches Gordon who destroys her with the apparatus as she has done for all replicas who have requested her to do so. Chris confronts Gordon who maintains she merely facilitated in assisted suicide and in her xenophobia she only wants the preservation of the humans.
Chris and Gordon then discover the body of Snow stashed away in a ceiling vent and realize that the Snow they have been interacting with is a replica. Snow admits to being a replica and explains that upon being dreamed into existence, he was attacked by his creator and thus killed the 'original Snow' in self-defense. The Snow replica tells them that repeat usage of the apparatus has drained the ship's fuel cell reactor, making a return trip to Earth impossible. Furthermore, Solaris has reacted to the behavior of the humans by increasing its mass, thereby gravitationally pulling the space station toward the planet. Gordon and Chris begin prepping a smaller space vehicle called Athena to escape.
Chris is shown pondering his experiences from the space station back on Earth, discontentedly concluding that the reason Rheya's replica wanted to die was because he "remembered her wrong"—as suicidal. One day he cuts his finger while chopping vegetables in his kitchen, but the wound immediately regenerates, just as Rheya's replica once did. Then Rheya appears, declaring that they transcend life and death and that all they've done to each other is forgiven. This suggests that Chris isn't really on Earth, or that what's on Earth isn't really Chris. Chris never actually leaves the space station with Gordon: he sends her off alone and stays behind to plummet into Solaris.
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