Chris Kelvin (Clooney) is a psychologist on Earth, and receives a bizzare message from an old friend that the Solaris exploration mission has gone wrong, but the friend can't explain how. Kelvin is sent to meet the ship and attempt to return the ship and crew to Earth.
Kelvin arrives at the planet Solaris to find some of the crew dead, others missing, and the remaining survivors are being extremely vague about what's been happening.
He finds that the ship has "visitors" onboard... beings that look, sound, and act like people the crew used to know, including his own dead wife. Are the beings who they say they are, or is the crew under attack by a malevolent alien force?