Steven Soderbergh, whose eclectic resume includes the Academy Award-winning drama “Traffic” as well as last year’s ensemble caper “Ocean’s Eleven,” now brings his unique vision to SOLARIS, a story of love, redemption, second chances and a space mission gone terribly wrong.

Set sometime in the future, the film begins when Dr. Chris Kelvin is asked to investigate the unexplained behavior of key scientists on the space station Prometheus and to discover why they have cut off all communication with Earth.

Kelvin undertakes the journey after watching the last communiqué from his close friend Gibarian, the mission’s commander. Transmitted six months earlier, the disjointed video journal shows a clearly disillusioned and despairing man. Keenly aware that his opinion will decide the fate of the orbital station, Kelvin is shocked by what he finds upon his arrival.

Gibarian has committed suicide and the two remaining scientists are exhibiting signs of extreme stress and terror, seemingly caused by the results of their examination of the planet Solaris. As he begins to track down the reasons for the distress aboard the Prometheus, Kelvin, too, falls victim to the unique world’s mysteries, as well as an erotic obsession with someone he thought he left behind.

George Clooney stars as Chris Kelvin a grief therapist who has yet to reconcile with himself over he loss of his wife; Natascha McElhone portrays his wife, Rheya, whose untimely death two years before has left Kelvin bereft and in a state of emotional isolation; Jeremy Davies and Viola Davis are scientists aboard the space station desperately trying to discover the secret of Solaris before it destroys them all, and German actor Ulrich Tukur is Gibarian, the mission com-mander of the ill-fated Prometheus.

Written for the screen and directed, photographed and edited by Steven Soderbergh, SOLARIS is a new adaptation of the science-fiction novel by Polish writer Stanislaw Lem. The novel was first filmed in 1972 as a Russian production directed by Andrei Tarkovsky.

The film is produced by Lightstorm Entertainment partners James Cameron, Rae Sanchini and Jon Landau, whose film “Titanic” received a record-tying 11 Academy Awards, including Cameron’s three Oscars® for Best Picture, Best Direction and Best Editing. The executive producer is Gregory Jacobs, who began his association with Soderbergh in 1992 when he was hired as the first assistant director on “King of the Hill.” SOLARIS is his ninth film with the director, including the upcoming “Full Frontal,” which he produced.

Co-producer Michael Polaire, who produced last year’s Academy Award-nominated “Mulholland Drive,” first collaborated with Steven Soderbergh on “Full Frontal.” Charles V. Bender is also a co-producer.

George Clooney, who is making his third appearance in a Soderbergh film (“Ocean’s Eleven” “Out of Sight”) received the 2000 Golden Globe Award as Best Actor in Motion Picture-Musical or Comedy” for his role in “O Brother, Where Art Thou?” His previous feature film credits include starring roles in “The Perfect Storm,” “Three Kings” and “The Peacemaker.” Clooney is familiar to television audiences for his multi-award winning portrayal of Dr. Doug Ross on “ER.” The live television broadcast of “Fail-Safe,” which he executive produced and starred in was nominated for a 2000 Golden Globe Award as Best Miniseries or Motion Picture made for Television. He recently made his directorial debut on “Confessions of a Dangerous Mind,” in which he also stars along with Sam Rockwell, Drew Barrymore and Julia Roberts.

Since her first major role Merchant/Ivory’s “Surviving Picasso,” Natascha McElhone has starred in such high-profile films as “The Truman Show,” opposite Jim Carrey, “Ronin” opposite Robert DeNiro, and “The Devil’s Own,” opposite Brad Pitt and Harrison Ford. Among her upcoming films are Chen Kaige’s “Killing Me Softly,” in which she co-stars with Joseph Fiennes and Heather Graham; “City of Ghosts” written, directed by and starring Matt Dillon and “Fear.com” in which she stars with Stephen Dorff and Stephen Rea.

Jeremy Davies made his film debut in David O. Russell’s “Spanking the Monkey,” for which he received an Independent Spirit Award for Best Debut Performance. He also received considerable acclaim for his performance in Steven Spielberg’s “Saving Private Ryan.” He recently starred in Roman Coppola’s “CQ” and the Matthew Shepard-inspired HBO film, “The Laramie Project.” Among his other motion picture credits are “The Million Dollar Hotel,” “Investigating Sex,” “Up at the Villa” and the upcoming “Dogville,” directed by Lars von Trier in which he stars with Nicole Kidman and Stellan Skarsgard.

Viola Davis also is making her third appearance in a Steven Soderbergh film, following roles in “Traffic” and “Out of Sight.” Later this year, she will be seen in Todd Haynes’ “Far From Heaven” which Soderbergh and Clooney executive produced. Other screen credits include “Kate & Leopold,” “The Shrink is In,” “Marvin’s Room” and Denzel Washington’s directorial debut, “The Antwone Fisher Story,” to be released later this year. An acclaimed stage actress, Davis received the 2001 Tony® Award for Best Featured Actress in a Play for her performance in August Wilson’s “King Hedley II.”

Ulrich Tukur most recently starred in Costa Gavras’ “Amen,” which had it’s premiere at the 2002 Berlin Film Festival. “Taking Sides,” in which he starred for director Istvan Szabo, premiered at the 2001 Toronto Film Festival. Since making his motion picture debut in 1982, Tukur has appeared in over two dozen German films. An award-winning Shakespearean actor in his native Germany, he made his professional stage debut in 1984. A noted singer, musician and composer, Tukur has recorded two albums and produced, starred in and wrote the librettos for two musicals.

Steven Soderbergh is the only director to have two films nominated for Best Picture and Best Director in the same year. His Academy Award for Best Director of “Traffic” marks the first time since the 1928/29 Awards that a director has successfully competed against himself. In addition to his Best Director nomination for “Erin Brockovich,” Julia Roberts received the Best Actress Academy Award for the title role. The film also received three additional Oscar nominations, for Best Supporting Actor, Best Original Screenplay and Best Picture. Last year, Soderbergh directed a retelling of “Ocean’s Eleven,” the fabled 1960’s film which has grossed over $435,000,000 worldwide.

In August, the director’s contemporary comedy “Full Frontal,” shot during eighteen days using a combination of digital video tape and film, will be released. SOLARIS is Soderbergh’s thirteenth film.

Since launching his directorial career in 1984 with the sleeper hit, “The Terminator,” Academy Award-winning filmmaker James Cameron has served as writer, director, producer, and/or editor on such films as “Rambo: First Blood Part II,” “Aliens,” “The Abyss,” “Point Break,” “Terminator 2: Judgment Day,” “True Lies” and “Titanic.” “Titanic,” which grossed a record-setting $1.8 billion at the global box office, received 11 Academy Awards, including Cameron’s three Oscars for Best Picture, Best Direction and Best Editing. His maiden television effort, the one-hour dramatic series “Dark Angel,” received a number of prestigious nominations and awards. Cameron is currently editing “Ghosts of the Abyss,” a non-fiction, 3-D large-format film he is producing for Walden Media.

Rae Sanchini began her career at Carolco Pictures, Inc., producer of such films as the “Rambo” trilogy, “Basic Instinct,” and “Terminator 2: Judgment Day.” There she served as Senior Vice President of the film production unit as well as Chief Operating Officer of Carolco’s television production and distribution subsidiary. In 1992, she joined Cameron in founding Digital Domain, a digital production and effects studio, and became president of Lightstorm Entertainment. She has since served as producer on all of Lightstorm’s projects, including “True Lies,” “Titanic” and the television series, “Dark Angel.”

Academy Award-winning producer Jon Landau’s early producing credits include Warren Beatty’s comic book movie classic, “Dick Tracy” and the whimsical family comedy hit “Honey, I Shrunk the Kids.” Throughout the early ‘90’s, Landau was Executive Vice President of Feature Film Production at Twentieth Century Fox. During his five-and-a-half years in that position, he supervised production on all major motion pictures from the studio – including “Die Hard 2,” “Mrs. Doubtfire,” “True Lies,” “Last of the Mohicans,” “Home Alone 1 & 2,” “Alien 3,” and “Broken Arrow.” He left Fox in 1995 to produce “Titanic” for which he received the Academy Award for Best Picture. The production team includes two who have collaborated in the past with the director.

Phil Messina was the production designer on “Ocean’s Eleven,” “Traffic” and “Erin Brockovich” while composer Cliff Martinez is scoring his ninth film for Soderbergh (“Traffic,” “The Limey,” “Schizopolis,” “Gray’s Anatomy,” “The Underneath,” “King of the Hill,” “Kafka” “sex, lies, and videotape”).

Milena Canonero who received Best Costume Academy Awards for her work on “Chariots of Fire” and “Barry Lyndon,” as well as five additional Oscar nominations (“The Affair of the Necklace,” “Titus,” “Dick Tracy,” “Tucker: the Man and his Dream” and “Out of Africa”), rounds out the team.

Principal photography began May 5th in downtown Los Angeles. Following a week of exterior location filming, the company moved to stages 19 and 20 on the Warner Bros. lot -- the same stages that last year held the sets for “Ocean’s Eleven.”