Where does love go after a person dies? Is how we remember a lost loved one really how they were, or how they only seem in retrospect? Is it possible for love to be re-born in another, unfathomable dimension?

Those are some of the questions asked in Steven Soderbergh's intelligent new film Solaris, re-made from Andre Tarkovsky's science fiction classic and re-fashioned as a Hollywood-era meditation on love, loss and memory. It's a stirring film for those who are patient enough to relax into its slow, contemplative rhythms and ruminations on love and loss.

Dr. Kris Kelvin (George Clooney) is summoned to investigate strange and unexplained behavior experienced by a group of scientists on board the space station Prometheus, stationed over a mysterious outer planet named Solaris. There he discovers paranoia, suicide and a series of mysteries brought on by Solaris, and its eerie ability to duplicate beings, feelings and subconscious desires from each crew member's past.

Soon Solaris works its spell on Kelvin, re-producing his dead wife, Rheya (Natascha McElhone), in what seems to be flesh, blood and feeling. Is it possible that she has returned from the dead? Is she a figment of his imagination? Or is she an otherworldly creature borne from his memory and desire?

At the outset, Solaris may look and feel like a science fiction film, and it certainly has those elements in place, complete with cinematography reminiscent of 2001: A Space Odyssey, and many stunning outer-space shots of Solaris. But in reality it's a sort of mood piece on love, memory and the ability of human feelings to transcend what we commonly refer to as mortality, reality, logic, and the finite world.

Surprisingly, what resonates with richness is the character of Rheya. As played by McElhone, more stunning than she's ever been on screen, she's a character filled with contradictions - living or dead, real or unreal, human or inhuman. As Chris gradually comes to realize that Rheya may not be the human being she appears to be, she begins to learn so as well. There is a true complexity in her reaction and lack of ability to understand exactly what she is, and where she came from, that makes Solaris uncommonly thoughtful and poignant.

There are moments in the film where we are alone with her, and she's remembering the past, the tragedy that led to her death, the love she shared with Kris. In these scenes, McElhone displays a fine sense of uncertainty and effectively conveys the melancholic and contradictory confusion of her new existence.

Displaying rare beauty, McElhone moves through the film like a sleek, seductive creature. She's so bewitching in the extended flashbacks that she almost seems otherworldly in her life on Earth.

Clooney does fine in a more reactive role than he's used to, and in his numerous scenes spent alone, in contemplation, he's effective at conveying some difficult emotions, primarily the unlikely combination of skepticism and adoration for the "new" Rheya.

There are elements of Solaris that feel, at times, out of sync with its seriousness and heart, chief among them a grating, rambling Gen-X crewmember played by Jeremy Davies. He's there to lighten the load, and though it's effective initially, his motor-mouth routine wears out its welcome quickly.

Solaris will almost certainly not find an audience patient enough to absorb its modest, low-key approach and slow-moving ruminations of the death and re-birth of human feelings, the emergence of genuine emotion in something artificial and the unknowable line between love and death.

But the rewards in Solaris are there, chief among them are the performances of Clooney and McElhone, who play their unpredictable lovers with a just-right sense of melancholy hesitance and reckless abandon.