Inception

INCEPTION

Written by

Christopher Nolan

SHOOTING SCRIPT FADE IN:

DAWN. CRASHING SURF.

The waves TOSS a BEARDED MAN onto wet sand. He lies there.

A CHILD'S SHOUT makes him LIFT his head to see: a LITTLE BLONDE BOY crouching, back towards us, watching the tide eat a SANDCASTLE. A LITTLE BLONDE GIRL joins the boy. The Bearded Man tries to call them, but they RUN OFF, FACES UNSEEN. He COLLAPSES.

The barrel of a rifle ROLLS the Bearded Man onto his back. A JAPANESE SECURITY GUARD looks down at him, then calls up the beach to a colleague leaning against a JEEP. Behind them is a cliff, and on top of that, a JAPANESE CASTLE.

INT. ELEGANT DINING ROOM, JAPANESE CASTLE - LATER

The Security Guard waits as an ATTENDANT speaks to an ELDERLY JAPANESE MAN sitting at the dining table, back to us.

ATTENDANT (in Japanese) He was delirious. But he asked for you by name. And... (to the Security Guard) Show him.

SECURITY GUARD (in Japanese) He was carrying nothing but this...

He puts a HANDGUN on the table. The Elderly Man keeps eating.

SECURITY GUARD ...and this.

The Security Guard places a SMALL PEWTER CONE alongside the gun. The Elderly Man STOPS eating. Picks up the cone.

ELDERLY JAPANESE MAN (in Japanese) Bring him here. And some food.

INT. SAME - MOMENTS LATER

The Elderly Man watches the Bearded Man WOLF down his food. He SLIDES the handgun down the table towards him.

ELDERLY JAPANESE MAN (in English) Are you here to kill me?

The Bearded Man glances up at him, then back to his food. 2.

The Elderly Japanese Man picks up the cone between thumb and forefinger.

ELDERLY JAPANESE MAN I know what this is.

He SPINS it onto a table- it CIRCLES gracefully across the polished ebony... a SPINNING TOP.

ELDERLY JAPANESE MAN I've seen one before. Many, many years ago...

The Elderly Japanese Man STARES at the top mesmerized.

ELDERLY JAPANESE MAN It belonged to a man I met in a         half-remembered dream...

MOVE IN on the GRACEFULLY SPINNING TOP...

ELDERLY JAPANESE MAN A man possessed of some radical notions...

The Elderly Japanese Man STARES, remembering...

COBB (V.O.) What's the most resilient parasite?

CUT TO:

INT. SAME ELEGANT DINING ROOM - NIGHT (YEARS EARLIER)

The speaker, COBB, is 35, handsome, tailored. A young Japanese man, SAITO, eats as he listens.

COBB A bacteria? A virus?

Cobb gestures at their feast with his wine glass-

COBB An intestinal worm?

Saito's fork pauses, mid-air. Cobb GRINS. A third man is at the table- ARTHUR. He jumps in to save the pitch-

ARTHUR What Mr. Cobb is trying to say-

COBB An idea.

Saito looks at Cobb, curious. 3.

COBB Resilient, highly contagious. Once an idea's taken hold in the brain it's almost impossible to         eradicate. A person can cover it         up, ignore it- but it stays there.

SAITO But surely-to forget...?

COBB Information, yes. But an idea? Fully formed, understood? That sticks... (taps forehead) In there, somewhere.

SAITO For someone like you to steal?

ARTHUR Yes. In the dream state, conscious defenses are lowered and your thoughts become vulnerable to         theft. It's called extraction.

COBB But, Mr. Saito, we can train your subconscious to defend itself from even the most skilled extractor.

SAITO How can you do that?

COBB Because I am the most skilled extractor. I know how to search your mind and find your secrets. I         know the tricks, and I can teach them to your subconscious so that even when you're asleep, your guard is never down.

Cobb leans forwards. Holding Saito's gaze.

COBB But if I'm going to help you, you have to be completely open to me. I'll need to know my way around your thoughts better than your wife, your analyst, anyone. (gestures around) If this is a dream and you've got a         safe full of secrets, I need to          know what's in that safe. For this to work, you have to let me in. 4.

Saito gives this a flicker of a smile. Rises. A BODYGUARD opens double doors which give onto a LAVISH PARTY.

SAITO Gentlemen. Enjoy your evening as I         consider your proposal.

They watch Saito leave. Arthur turns to Cobb, worried-

ARTHUR He knows.

Cobb motions silence. A TREMOR starts, they steady their glasses, Cobb glances at his watch- THE SECOND HAND IS FROZEN.

ARTHUR What's going on up there?

And we-

CUT TO:

FILTHY BATHROOM - DAY (FEELS LIKE DIFFERENT TIME)

Cobb, ASLEEP, SITTING IN A CHAIR AT THE END OF A STEAMING BATH. The chair is up on a cabinet- the bottom of the legs level with the rim of the tub.

A sweating man (40's) watches over Cobb. This is NASH. A distant EXPLOSION rumbles through the room. Nash moves to the window, parts the curtains. Outside: a CHAOTIC DEVELOPING-WORLD CITY- the street filled with RIOTERS- SMASHING, BURNING.

Nash checks Cobb's left wrist: above his watch, tape holds TWO THIN YELLOW TUBES in place. Nash looks at Cobb's watch- THE SECOND HAND CRAWLS UNNATURALLY SLOWLY.

Nash follows the tubes to a SILVER BRIEFCASE at Arthur's feet: ARTHUR IS ASLEEP in an armchair. Tubes connect the briefcase to Arthur's wrist.

Nash follows another set of tubes from the briefcase to where they pass under the door to the bedroom. Through the crack of the door, Nash sees SAITO ASLEEP on the bed, tubes running to his wrist. BOOM- a closer EXPLOSION, and we-

CUT TO:

INT. BULLET TRAIN COMPARTMENT - DAY (FEELS LIKE DIFFERENT TIME)

Nash, ASLEEP. Head ROCKING AGAINST THE WINDOW as the train BUMPS OVER A ROUGH PIECE OF TRACK. 5.

A Japanese Man, TODASHI (18) watches Nash nervously. He checks Nash's wrist: TWO YELLOW TUBES CONNECT NASH WITH THREE OTHER SLEEPING MEN IN THE COMPARTMENT: COBB, ARTHUR, SAITO.

Todashi checks his watch: THE SECOND HAND TICKS IN REAL TIME. Another TRAIN PASSES in the opposite direction with a MIGHTY WHUMP- Todashi's eyes FLY to Nash's sleeping face-

NASH JERKS WITH THE MOVEMENT OF THE TRAIN, and we-

CUT TO:

INT. FILTHY BATHROOM - CONTINUOUS

Another EXPLOSION- Nash CHECKS the sleeping Cobb and we-

CUT TO:

EXT. ROOFTOP TERRACES, JAPANESE CASTLE - NIGHT

A LOW TREMOR RUMBLES THROUGH THE CASTLE. Cobb and Arthur steady themselves against the wooden rail. Several TILES and pieces of MASONRY fall. Below them a BLACK SEA churns. Other GUESTS wander the massive terraces.

ARTHUR Saito knows. He's playing with us.

COBB I can get it here. The information's in the safe- he         looked right at it when I mentioned secrets.

Arthur nods. Then spots someone over Cobb's shoulder.

ARTHUR What's she doing here, Cobb?

Cobb turns to see a beautiful woman, elegantly dressed, staring out at the sea. This is MAL. Cobb watches her.

COBB You just get to your room. I'll         take care of the rest.

ARTHUR See that you do. We're here to         work.

Arthur brushes past Mal, shaking his head. She nears Cobb. Looks out at the DROP. The WIND WHIPS HER HAIR-

MAL If I jumped, would I survive? 6.

COBB With a clean dive, perhaps. Mal, why are you here?

She turns to look at him. Amused.

MAL I thought you might be missing me...

She smiles. He leans in, mesmerized.

COBB I am. But I can't trust you anymore.

She stares up at him, inviting.

MAL So what?

INT. BEDROOM SUITE, JAPANESE CASTLE - MOMENTS LATER

Mal sips champagne as she studies a painting by Francis Bacon.

MAL Looks like Arthur's taste.

Cobb is looking down through the window at the GUARDS patrolling the castle at ground level.

COBB Actually, Mr. Saito is partial to         postwar British painters.

He turns to Mal, donning a pair of black leather gloves.

COBB Would you sit down?

Mal lowers herself gracefully into a leather wingback chair. Cobb approaches, pulls out a length of BLACK ROPE and kneels at Mal's feet. She looks down at him.

MAL Tell me...

Cobb TIES the rope around the CHAIR LEGS.

MAL Do the children miss me?

Cobb pauses. He lets his gloved fingers lightly touch Mal's ankle. He looks up at her. 7.

COBB You can't imagine.

Mal looks away, uncomfortable. Cobb gets to his feet, letting out the rope as he moves back to the window.

MAL What're you doing?

Cobb tosses the rope out-

COBB Getting some air.

He tugs on the rope, testing. The weight of the chair, with Mal on it, holds.

COBB Stay seated. Please.

And with that, he JUMPS. Mal considers the open window.

EXT. JAPANESE CASTLE WALL - CONTINUOUS

Cobb RAPPELS down the wall, darting past windows. He stops at a particular one. Gets out a glass cutter-

Suddenly he starts DROPPING-

INT. BEDROOM SUITE, JAPANESE CASTLE - CONTINUOUS

The EMPTY CHAIR SLIDES across the floor- WEDGES under the window-

EXT. JAPANESE CASTLE WALL - CONTINUOUS

Cobb JOLTS to a stop 15 ft. lower. He looks up at the bedroom window. Shakes his head. Starts climbing back.

INT. KITCHEN, JAPANESE CASTLE - MOMENTS LATER

Cobb drops silently from the window into the darkened kitchen. He pulls a PISTOL from his belt, screwing a SILENCER onto the barrel as he GLIDES across the room.

INT. HALL, JAPANESE CASTLE-CONTINUOUS

Cobb SLIPS through the shadows towards a GUARD stationed at the head of a GRAND STAIRCASE...

The Guard HEARS something- TURNS- PEERS into the shadows...

Cobb FLASHES out of the shadows, silenced pistol up, AIMING- 8.

PHHT- head shot- the Guard starts to drop... but Cobb is already there to CATCH him, sliding on his knees and lowering the Guard SILENTLY to the floor.

INT. DINING ROOM, JAPANESE CASTLE - CONTINUOUS

Cobb moves to a PAINTING. With practiced hands he removes it from the wall, revealing a SAFE. Cobb spins the dial, pulls it OPEN, GRABS an envelope from within, stuffs it into his waistband, where there is already an IDENTICAL ENVELOPE.

LIGHTS COME ON. Cobb freezes.

SAITO (O.S.) Turn around.

Cobb turns. At the far end of the room: Saito. Next to him is Mal, gun in hand. She smiles at Cobb.

MAL The gun, Dom.

Cobb doesn't move. Mal motions outside- two GUARDS drag Arthur into the room. Mal puts the gun to his head.

MAL Please.

Cobb slowly places his gun at his end of the long table, then SLIDES it along the polished ebony. It comes to rest HALFWAY down the length or the table.

SAITO Now the envelope, Mr. Cobb.

Cobb reaches into his waistband, removes ONE of the envelopes, SLIDES it along the table. Steps back, hands raised.

COBB Did she tell you, or have you known all along?

SAITO That you're here to steal from me? (beat) Or that we're actually asleep?

Arthur gives Cobb an I-told-you-so look.

SAITO I want to know who your employer is.

Mal COCKS the gun at Arthur's temple. 9.

COBB No point threatening him in a         dream.

MAL That depends on what you're         threatening. Killing him would just wake him up... but pain? Pain is in         the mind...

Mal LOWERS the gun and SHOOTS Arthur in the leg- Arthur drops, SCREAMING- Mal looks at Cobb, cold.

MAL And, judging by the decor, we're in         your mind, aren't we, Arthur?

Cobb watches Arthur's PAIN. Mal aims at Arthur's other leg...

Cobb SPRINGS for the table, SKIDDING along its polished surface- he GRABS his gun- SHOOTS ARTHUR BETWEEN THE EYES-

Arthur DROPS- the room starts to SHUDDER in a MASSIVE EARTHQUAKE- Cobb SPRINGS for the door- Arthur's eyes stare at the ceiling, DEAD, and we-

CUT TO:

INT. FILTHY BATHROOM - DAY

Arthur's EYES OPEN as he WAKES IN THE ARMCHAIR- he GRABS at the tubes at his wrist, YANKING them free-

NASH What're you doing?! It's too soon-

FLUID spurts from the tubes as Arthur STRUGGLES with the SILVER CASE on the bathroom floor.

ARTHUR I know! We have to reconnect the loop before they wake up!

Arthur grabs the case and pushes through the door to the bedroom- following the tubes to where they meet Saito's wrist- SAITO LIES ON THE BED ASLEEP. Saito STIRS and we-

CUT TO:

INT. JAPANESE CASTLE CORRIDOR - NIGHT

Cobb LURCHES towards the stairs, as all around him the building BUCKS and HEAVES- 10.

INT. DINING ROOM, JAPANESE CASTLE - CONTINUOUS

Saito and the Guards PANIC. Mal walks calmly through the destruction, picks up the envelope and turns to Saito.

MAL He was close. Very close.

EXT. GRAND STAIRCASE, JAPANESE CASTLE - CONTINUOUS

Cobb runs up the stairs, pulling out the SECOND ENVELOPE-

INT. DINING ROOM, JAPANESE CASTLE - CONTINUOUS

Saito RIPS open the envelope, pulls out sheets of paper. He looks at Mal, PANICKED. He turns to the Guards-

SAITO Stop him!

Mal, confused, looks at the sheets of paper: THEY ARE BLANK. Mal smiles, amused.

INT. GRAND STAIRCASE, JAPANESE CASTLE - CONTINUOUS

As Cobb runs up the stairs he reads the TYPEWRITTEN SHEETS from his envelope, and we-

CUT TO:

INT. DILAPIDATED HOTEL ROOM - DAY

Arthur OPENS the silver case: a COMPLEX MECHANISM of TUBES, SYRINGES, DOSAGE CONTROLLERS. Arthur's hands fly across the machine's controls as he glances at Saito's STIRRING face-

ARTHUR I'm not going to make it! Wake Cobb!

INT. FILTHY BATHROOM - CONTINUOUS

Nash turns to Cobb. Raises his hand and SMACKS him across the face, and we-

CUT TO:

INT. GRAND STAIRCASE, JAPANESE CASTLE - NIGHT

Cobb is SMASHED sideways off his feet...                                                       11.

INT. DINING ROOM, JAPANESE CASTLE - NIGHT

The CEILING CRACKS above Saito- he looks up as a TON of STONE floods down, CRUSHING HIM and we-

CUT TO:

INT. DILAPIDATED HOTEL ROOM - DAY

Saito's eyes FLICKER OPEN. AWAKE.

INT. FILTHY BATHROOM - CONTINUOUS

Nash SMACKS Cobb again-

NASH He won't wake!

INT. DILAPIDATED HOTEL ROOM-CONTINUOUS

Arthur crouched by Saito, connects the second tube.

ARTHUR Dunk him!

A CLICK: Arthur looks up to find Saito with a gun to his head and a finger to his lips, gesturing silence...

INT. FILTHY BATHROOM - CONTINUOUS

Nash puts his hand on Cobb's forehead and PUSHES HIM BACKWARDS- as Cobb starts to FALL BACKWARDS in the chair we are in SLOW MOTION, and we-

CUT TO:

INT. GRAND STAIRCASE, JAPANESE CASTLE - NIGHT

Cobb, full speed, picks himself up, scrambling to read the last sheet of paper. He stares at it PUZZLED- bullets hit around him as the Guards race up the stairs and we-

CUT TO:

INT. FILTHY BATHROOM - DAY

Cobb in SLOW MOTION, hits the WATER- head THRASHING as he goes under- and we-

CUT TO:

INT. GRAND STAIRCASE, JAPANESE CASTLE - NIGHT

Cobb glances up from the paper as WATER EXPLODES IN THROUGH ALL THE WINDOWS, FLOODING THE ENTIRE HALL- 12.

COBB IS SWAMPED BY WATER, SPUN IN ALL DIRECTIONS AT ONCE- HE PULLS DEEPER OR FOR THE SURFACE, WE CAN'T TELL...

HE BREAKS THE SURFACE, GASPING FOR AIR IN THE BATHTUB IN THE-

INT. FILTHY BATHROOM - DAY

Cobb's AWAKE, GULPING AIR, getting his bearings.

Saito SMASHES into the room, KNOCKING Nash down- Cobb LAUNCHES himself out of the tub, FLYING dripping wet across the room to SLAM Saito against the door- the gun DROPS, Cobb's fist CONNECTS with Saito's jaw and the struggle is over.

INT. DILAPIDATED HOTEL ROOM - MOMENTS LATER

Cobb, wet but composed, sits, turning Saito's gun in his hand. Nash holds Saito's arms behind him. Outside, the sounds of RIOTING grow louder.

COBB You came prepared.

SAITO I bring the gun because not even my         head of security knows this apartment. How did you find it?

Arthur, at the window, looks out at the WORSENING VIOLENCE.

COBB Hard for a man in your position to         keep a love nest totally secret... particularly when there's a married woman involved.

SAITO She would never...

COBB And yet, here we are.

Saito is silent.

COBB With a dilemma.

SAITO You got what you came for.

COBB Not quite. The key piece of         information wasn't there, was it, Mr. Saito? 13.

Arthur looks over at Cobb, worried.

ARTHUR They're getting closer, Cobb.

CUT TO:

INT. BULLET TRAIN COMPARTMENT - DAY

Todashi slips a pair of HEADPHONES over Nash's ears, then pulls out an MP3 player and we-

CUT TO:

INT. DILAPIDATED HOTEL ROOM - DAY

Saito's eyes are on the floor.

COBB You held something back because you knew what we were up to...

Cobb uses the barrel of the gun to raise Saito's chin.

COBB So why let us in at all?

Saito smiles, defiant. VIOLENT NOISES echo up the stairway...

SAITO An audition.

COBB Audition for what?

SAITO It doesn't matter. You failed.

COBB I extracted all the information you had in there.

SAITO But your deception was readily apparent.

And we-

CUT TO:

INT. BULLET TRAIN COMPARTMENT - DAY

Todashi opens the SILVER BRIEFCASE, revealing the complex mechanism of syringes and controllers- FOUR CONTROLLERS DISPLAY COUNTDOWNS. 14.

Todashi waits for the first countdown to hit "30," then HITS PLAY on the MP3 player- He watches Nash's sleeping face as he RAISES the volume...

Through Nash's headphones: the opening bars of Edith Piaf's "Non, je ne regrette rien," and we-

CUT TO:

INT. DILAPIDATED HOTEL ROOM - DAY

In the distant background, strange MASSIVE low-end MUSICAL start, sounding like DISTANT HORNS...

SAITO So leave me and go.

COBB You know the corporation who hired us won't accept failure. We won't         last two days...

The DISTANT, SLOWED-DOWN MUSIC is becoming LOUDER, as are the SHOUTS coming up the stairs. Arthur looks at his watch, its SLOW SECOND TICKING MARKS TIME WITH THE MASSIVE MUSIC.

ARTHUR Come on, Cobb.

COBB So now I have to do this the old- fashioned way-

Cobb GRABS SAITO AND PUTS HIS HEAD TO THE FLOOR, gun pressed into his cheek. Saito looks into Cobb's eyes- sees he will pull the trigger. Saito BLINKS, looks away in shame-

When he NOTICES SOMETHING. And starts LAUGHING.

SAITO I've always hated this carpet.

Cobb's eyes flick to the carpet and back.

SAITO It's stained and frayed in such distinctive ways...

Cobb looks up at Nash, who shrugs, at a loss.

SAITO But very definitely made of wool. Right now I'm lying on polyester. 15.

Cobb glares at Nash, and we-

CUT TO:

INT. BULLET TRAIN COMPARTMENT - DAY

Todashi watches the first of the countdowns hit ZERO- He looks up at Arthur, STIRRING, and we-

CUT TO:

INT. DILAPIDATED HOTEL ROOM-DAY

Saito turns from the carpet to look up at Cobb.

SAITO Which means I'm not lying on my         carpet, in my apartment... (smiles) You've lived up to your reputation, Mr. Cobb... I'm still dreaming.

Cobb looks over to Arthur, but ARTHUR HAS VANISHED, and we-

CUT TO:

INT. BULLET TRAIN COMPARTMENT - DAY

Arthur's eyes flicker open, AWAKE. He RIPS at his tubes.

TODASHI How'd it go?

ARTHUR Not good.

Arthur checks the remaining three countdowns, and we-

CUT TO:

INT. DILAPIDATED HOTEL ROOM - DAY

Saito gets to his feet, looking admiringly at Cobb.

SAITO A dream within a dream-I'm         impressed.

Cobb lowers the gun. Defeated. Glances at his watch. The music REVERBERATES, the RIOTERS BANG ON THE DOOR, and we-

CUT TO: 16.

INT. BULLET TRAIN COMPARTMENT - DAY

Arthur retracts the tubes into the case as he watches the next countdown hit ZERO, and we-

CUT TO:

INT. DILAPIDATED HOTEL ROOM - DAY

Another BANG on the door- Saito, confident now, approaches Cobb. Nash is behind Saito.

SAITO But in my dream, we really ought to         be playing by my rules...

NASH Ah, yes, but you see, Mr. Saito-

Saito turns to Nash-

COBB We're not in your dream-

Saito turns back to Cobb, BUT COBB HAS VANISHED-

NASH We're in mine.

Saito SPINS back to Nash- the DOOR SMASHES OFF ITS HINGES AS RIOTERS POUR INTO THE ROOM, SWARMING OVER NASH... BUT NASH IS GONE. The music DIES. Saito and the rioters stand there in the SILENCE, the light DWINDLING... and we-

CUT TO:

INT. BULLET TRAIN COMPARTMENT - DAY

Nash' eyes open, AWAKE.

ARTHUR (O.S.) Asshole!

Nash BLINKS. Arthur is in his face, furious.

ARTHUR How could you get the carpet wrong?!

NASH It wasn't my fault!

ARTHUR You're the architect- 17.

NASH I didn't know he was going to rub his damn cheek on it!

Cobb pulls Arthur away from Nash.

COBB Lets go.

ARTHUR And you-what the hell was all that?

COBB I had it under control.

ARTHUR I'd hate to see out of control-

COBB There's no time for this-I'm         getting off at Kyoto.

ARTHUR Why? He's not gonna search every compartment.

COBB I can't stand trains.

Arthur moves to the briefcase. Turns a dial.

ARTHUR I can keep him under for one minute-

Arthur hits a button- A PLUNGER DEPRESSES. Cobb RIPS the tape off Saito's wrist, ROLLS up his tubes. Arthur SLAMS the silver case shut. Todashi pulls open the door-

COBB Every man for himself.

Arthur and Nash EXIT, heading in different directions down the corridor. Cobb hands Todashi a thick roll of CASH, looks at Saito, who stirs. Cobb moves off.

EXT. JAPANESE COUNTRYSIDE - CONTINUOUS

The BULLET TRAIN speeds through the lush landscape.

INT. BULLET TRAIN COMPARTMENT - CONTINUOUS

Saito WAKES GENTLY. Looks around the compartment, empty but for Todashi, reading a comic. Saito looks down at his wrist. Sees a small mark. Rubs it. SMILES. 18.

EXT. TOKYO - DUSK

Moving over the vast city towards a high rise. A HELICOPTER thumps into frame, heading for a pad on the roof.

INT. APARTMENT, TOKYO - CONTINUOUS

Cobb sits, waiting. Checks his watch, restless. He pulls a HANDGUN. Checks it is loaded. places it on the table in front of him. Pulls out a PEWTER SPINNING TOP, SPINS it on the table ... He INTENT STUDIES the top's spin... As he stares, the sound of a FREIGHT TRAIN builds and builds- the top WOBBLES, TIPS onto its side- the sound of the train STOPS. the PHONE RINGS- Cobb GRABS it-

CHILDREN'S VOICES (over phone) Hi, Daddy! Hi, Dad.

COBB Hey, guys. How are you?

CHILDREN'S VOICES (over phone) Good. Okay, I guess.

Cobb closes his eyes, trying to picture his children: INSERT CUT: COBB's MEMORY- a LITTLE BLONDE BOY (3), back towards us, crouches IN A GARDEN, looks at something in the grass...

COBB Who's just okay? Was that James?

JAMES (over phone) Yeah. When are you coming home?

COBB I can't. Not for a while.

INSERT CUT: A LITTLE BLONDE GIRL (5), also FACE UNSEEN, joins JAMES, CROUCHING BESIDE HIM...

JAMES (over phone) Why?

COBB Well, James, like I've told you-I'm         away because I'm working...

LITTLE GIRL (over phone) Grandma says you're never coming back. Cobb pauses. Takes a breath. INSERT CUT: James and Philippa, FACES UNSEEN, lift their heads from the grass, responding to someone's call- they RUN AWAY FROM US ACROSS THE GARDEN...                                                         19.

COBB Philippa, can you ask Grandma to         pick up the phone-

PHILIPPA (over phone) She's shaking her head.

Cobb TENSES, as if about to SMASH the phone.

COBB Well, we'll just have to hope Grandma's wrong about that won't         we?

JAMES (over phone) Daddy?

COBB Yes?

JAMES (over phone) Is Mommy with you?

Cobb looks like he just got punched- INSERT CUT: COBB'S MEMORY- MAL, WIND BLOWING HER HAIR, SMILES CALMLY...

COBB No. No, we talked about this, James. Mommy's gone.

JAMES (over phone) Where?

GRANDMA'S VOICE (over phone) Time to go, kids. Say bye-bye- COBB I'll give some presents to Grandpa, okay? Just be good for-

Cobb STARES at the dead phone. Then DOWNS his drink- A KNOCK at the door. Cobb GRABS the top, the gun- MOVES to the door- cracks it: Arthur.

ARTHUR Our ride's on the roof.

Cobb nods. Moves to pick up his bag. Arthur watches.

ARTHUR Cobb... are you okay?

Cobb looks up. 20.

COBB Yeah, why?

ARTHUR Down in the dream... Mal showing up         like that ...

COBB Yeah. I'm sorry about your leg.

ARTHUR It's getting worse, isn't it?

COBB One apology's all you're getting, Arthur. Now, where's Nash?

ARTHUR Hasn't shown. Wanna wait?

COBB (shakes head) We were supposed to deliver Saito's         expansion plans to Cobol Engineering two hours ago. By now they know we         failed. Time to disappear.

INT. CORRIDOR - CONTINUOUS

Cobb and Arthur head towards the elevator.

ARTHUR Where will you go?

COBB Buenos Aires. I can lie low there. Maybe sniff out a job when things quiet down. You?

ARTHUR Stateside.

COBB (wistful) )         'Course. Send my regards.

Arthur looks at Cobb. Nods. Sympathetic.

EXT. ROOFTOP HELIPAD - NIGHT

The HELICOPTER sits, ROTORS SPINNING. As Cobb and Arthur reach the door, it SLIDES OPEN. Cobb steps up into the leather-padded interior. He freezes. 21.

INT. HELICOPTER ON PAD - CONTINUOUS

Nash, BEATEN BLOODY, sits on the far side, slumped against the wine. Beside him: SAITO. He nods politely at Cobb.

SAITO He sold you out. Thought to come to         me and bargain for his life...

Saito's BODYGUARD offers Cobb a GUN.

SAITO So I offer you the satisfaction.

COBB That's not how I deal with things.

SAITO Would you work with him again?

Cobb shakes his head. Saito's BODYGUARDS PULL Nash from the chopper. Saito motions Cobb and Arthur to sit. The chopper RISES. Cobb watches Nash DRAGGED across the pad.

COBB What will you do to him?

SAITO Nothing. But I can't speak for your friends from Cobol Engineering.

Saito looks out at the city slipping by.

COBB What do you want from us?

SAITO Inception.

Arthur raises his eyebrows. Cobb is poker-faced.

SAITO Is it possible?

ARTHUR Of course not.

SAITO If you can steal an idea from someone's mind, why can't you plant one there instead?

ARTHUR Okay, here's planting an idea: I         say to you, "Don't think about          elephants." (MORE) 22.                   ARTHUR (CONT'D)              (Saito nods) What are you thinking about?

SAITO Elephants.

ARTHUR Right. But it's not your idea because you know I gave it to you.

SAITO You could plant it subconsciously-

ARTHUR The subject's mind can always trace the genesis of the idea. True inspiration is impossible to fake.

COBB No, it isn't.

SAITO Can you do it?

COBB I won't do it.

SAITO In exchange, I'll give you the information you were paid to steal.

COBB Are you giving me a choice? Because I can find my own way to square things with Cobol.

SAITO Then you do have a choice.

COBB And I choose to leave.

EXT. AIRFIELD - MOMENTS LATER

The helicopter sets down next to a PRIVATE JET.

INT. HELICOPTER - CONTINUOUS

Saito indicates the plane.

SAITO Tell the crew where you want to go, they'll file the plan en route.

Cobb and Arthur look at each other. Then move for the door. 23.

SAITO Mr. Cobb...? There is one other thing I could offer you. (Cobb stops) How would you like to go home? To         America. To your children.

Cobb turns back to Saito.

COBB You can't fix that. Nobody could.

SAITO Just like inception.

Cobb considers this. Arthur touches his arm.

ARTHUR Cobb, come on-

COBB How complex is the idea?

SAITO Simple enough.

COBB No idea's simple when you have to         plant it in someone else's mind.

SAITO My main competitor is an old man in         poor health. His son will soon inherit control of the corporation. I need him to decide to break up         his father's empire. Against his own self-interest.

ARTHUR Cobb, we should walk away from this.

COBB If I were to do it. If I could do         it... how do I know you can deliver?

SAITO You don't. But I can. So do you want to take a leap of faith, or         become an old man, filled with regret, waiting to die alone?

Cobb looks at Saito. Barely nods. 24.

SAITO Assemble your team, Mr. Cobb. And choose your people more wisely.

INT. PRIVATE JET - LATER

Cobb reclines his seat. Arthur picks at a salad, angry.

ARTHUR I know how much you want to go home-

COBB (sharp) No, you don't.

ARTHUR But this can't be done.

COBB It can. You just have to go deep enough.

ARTHUR You don't know that!-

COBB I've done it before.

Arthur is taken aback. Cobb turns to the window.

ARTHUR Did it work?

COBB (quiet) Yes.

ARTHUR Who did you do it to?

Cobb looks at Arthur. Closed. Arthur shrugs.

ARTHUR So why are we headed to Paris?

COBB We're going to need a new architect.

INT. GREAT HALL, ÉCOLE D'ARCHITECTURE - MORNING

Cobb, carrying a shopping bag, looks into a lecture hall: no students, just a RUMPLED PROFESSOR hunched over paperwork. 25.

INT. LECTURE HALL - CONTINUOUS

COBB (O.S.) You never did like your office.

PROFESSOR MILES looks up, squinting. Recognizes Cobb.

MILES No space to think in that broom cupboard.

Cobb steps down past the empty wooden rows.

MILES Is it safe for you to be here?

COBB Extradition between France and the U.S. is a bureaucratic nightmare.

MILES I think they'd find a way to make it work in your case.

Cobb hand Miles the shopping bag.

COBB Can you take these back for the kids?

MILES It'll take more than the occasional stuffed animal to convince those children they still have a father.

COBB I know. I thought you could talk to         Marie about bringing them on          vacation. Somewhere I could meet-

MILES Why would she listen to me?

COBB You were married for twenty years.

MILES She blames me as much as you.

COBB Doesn't she understand that my kids need me? 26.

MILES Yes, she does. We all do. Go back and face the music, Dom. Explain what Mal did.

COBB Be realistic, Stephen. They'd never understand- they'd lock me up and throwaway the key. Or worse.

MILES You think what you're doing now is         helping your case?

COBB Lawyers don't pay for themselves. This is what I have. This is what you taught me.

MILES I never taught you to be a thief.

COBB No, you taught me to navigate other people's minds. But after what happened with Mal there weren't a         whole lot of legitimate ways for me          to use that skill.

Miles looks at Cobb.

MILES Why did you come here, Dom?

Cobb shifts slightly.

COBB I found a way home. A job. For powerful people. If I pull it off, I can get back to my family. But I         need help.

Miles realizes something.

MILES My God. You're here to corrupt one of my brightest and best.

COBB If you have someone good enough, you have to let them decide for themselves. You know what I'm         offering-

MILES Money? 27.

COBB No, not just money: the chance to         build cathedrals, entire cities- things that have never existed, things that couldn't exist in the real world...

MILES Everybody dreams, Cobb. Architects are supposed to make those dreams real.

COBB That's not what you used to say. You told me that in the real world I'd be building attic conversions and gas stations. You said that if         I mastered the dream-share I'd have a whole new way of creating and showing people my creations. You told me it would free me.

Miles looks at Cobb, sad.

MILES And I'm sorry. I was wrong.

COBB No, you weren't. Your vision was a         vision of pure creativity. It's         where we took it that was wrong.

MILES And now you want me to let someone else follow you into fantasy.

COBB They won't actually come on the job, they'll just design the levels and teach them to the dreamers.

MILES Design them yourself.

COBB Mal won't let me.

Miles looks at Cobb. Appalled.

MILES Come back to reality, Dom. Please.

COBB You want to know what's real, Stephen? Your grandchildren waiting for their dad to come back. (MORE) 28.                   COBB (CONT'D)          This job-this last job-is how I get there.

Miles looks down, fiddles with his papers.

COBB I wouldn't be standing here if         there were any other way. I can get home. But I need an architect who's         as good as I was.

Miles looks Cobb in the eye. Decides.

MILES I've got someone better.

INT. CORRIDOR - LATER

Miles and Cobb stand by as STUDENTS file out of a lecture.

MILES Ariadne...

A young woman carrying books turns. This is ARIADNE.

MILES I'd like you to meet Mr. Cobb.

She sizes him up with quick eyes. Offers her hand.

ARIADNE Pleased to meet you.

MILES If you have a few moments, Mr. Cobb has a job offer to discuss with you.

ARIADNE A work placement?

COBB (smiles         Not exactly.

EXT. ROOFTOP, ÉCOLE D'ARCHITECTURE - MOMENTS LATER

Ariadne leans against the parapet, overlooking Paris. She unwraps a sandwich, watching Cobb pull out a pad of GRAPH PAPER and a PEN. He offers them. She bites her sandwich.

COBB A test. 29.

ARIADNE (mouth full) Aren't you going to tell me         anything?

COBB Before I describe the job, I have to know you could do it.

ARIADNE Why?

COBB It's not, strictly speaking, legal.

Ariadne raises her eyebrows.

COBB You have two minutes to draw a maze that takes me one minute to solve.

Ariadne takes the pad and pen. Cobb looks at his watch.

COBB Go.

She starts DRAWING LINES on the grid, constructing a maze.

COBB Stop.

Ariadne hands the pad and pen to Cobb. He glances at the pad, then, looking her in the eye, TRACES the solution. She is taken aback. Cobb RIPS off the sheet, hands the pad back.

COBB Again.

She traces straight lines, CONCENTRATING...

COBB Stop.

She hands Cobb the pad, a touch pleased. Cobb solves the puzzle instantly, as before. Her smile falls.

COBB You'll have to-

She GRABS the pad, frustrated... but this time she FLIPS it over and starts drawing on the BLANK CARDBOARD of the back. Cobb watches, surprised. He smiles as he sees that she's drawing CIRCLES, creating a maze based on concentric rings.

Ariadne hands back the pad, defiant. Cobb takes the pen, starts the maze. This time he gets stuck. Nods. 30.

COBB (working the maze) More like it.

EXT. NARROW STREET, PARIS - DAY

Arthur stops at a warehouse door. Consults a piece of paper.

INT. WORKSHOP - CONTINUOUS

A large, dusty warehouse. The SLIDING DOOR cracks open. Arthur enters. Looks around, approvingly.

INT. SAME - LATER

Arthur DRAGS LAWN CHAIRS into the middle of the room. He erects a table. Lays out several SILVER CASES, unpacking them, laying out lines of tubing, MECHANISMS...

EXT. PARISIAN CAFE - DAY

Cobb and Ariadne sit at an outdoor table.

COBB They say we only use a fraction of         the true potential of our brains... but they're talking about when we're awake. While we dream, the mind performs wonders.

ARIADNE Such as?

COBB How do you imagine a building? You consciously create each aspect, puzzling over it in stages... But sometimes, when your imagination flies-

ARIADNE I'm discovering it.

COBB Exactly. Genuine inspiration.

Cobb leans forwards and draws on the paper table cloth.

COBB In a dream your mind continuously does that...

Cobb has drawn a circle made of two arrows. 31.

COBB It creates and perceives a world simultaneously. So well that you don't feel your brain doing the creating. That's why we can short- circuit the process...

ARIADNE How?

COBB By taking over the creating part.

Cobb draws a straight line between the two arrows.

COBB This is where you come in. You build the world of the dream. We         take the subject into that dream, and let him £111 it with his subconscious

ARIADNE But are you trying to fool him that the dream is actually real life?

COBB (nods) While we're in there, We don't want him to realize he's dreaming.

ARIADNE How could I ever get enough detail to Convince him that it's real?

COBB Our dreams reel real while we're in         them. It's only when we wake up we         realize things were strange,

Ariadne gestures around them-

ARIADNE But all the textures of real life- the stone, the fabric. cars...         people... your mind can't create all this.

COBB It does. Every time you dream. Let me ask you a question: You never remember the beginning of your dreams, do you? You just turn up in         the middle of what's going on. 32.

ARIADNE I guess.

COBB So... how did we end up at this restaurant?

ARIADNE We came here from...

Ariadne trails off, confused.

COBB How did we get here? Where are we?

Ariadne THINKS, unable to remember. A FAINT RUMBLE begins.

ARIADNE Oh my God. We're dreaming.

Cobb nods. The RUMBLE is BUILDING.

COBB Stay calm. We're actually asleep in         the workshop. This is your first lesson in shared dreaming, remember?

Ariadne looks around, mind REELING. Cobb BRACES-

The restaurant VIOLENTLY FRAGMENTS, EXPLODING AND IMPLODING PARTICLES OF FURNITURE, WALLS, PEOPLE FLYING AROUND- Ariadne WONDERS at the MAYHEM WHIRLING around them- Cobb SHIELDS his head against the debris. She sees him-

ARIADNE (shouting over noise) If it's just a dream, why are you covering your-

Ariadne is WIPED FROM HER SEAT BY A MASSIVE BLAST and we-

CUT TO:

INT. WORKSHOP - DAY

Ariadne JOLTS awake.

COBB (O.S.) Because it's never just a dream.

Ariadne turns to Cobb's voice. They are both sitting in the lawn chairs. Arthur watches over them. 33.

COBB And a face full of glass hurts like hell, doesn't it? While we're in         it, it's real.

ARTHUR That's why the military developed dream sharing-a training program where soldiers could strangle, stab and shoot each other, then wake up.

ARIADNE How did architects get involved?

COBB Someone had to design the dreams. (to Arthur) Let's go another five minutes-

ARIADNE We were only asleep for five minutes? We talked for an hour at         least...

COBB When you dream, your mind functions more quickly, so time seems to pass more slowly.

ARTHUR Five minutes in the real world gives you an hour in the dream.

COBB Let's see how much trouble you can cause in five minutes.

And we-

CUT TO:

EXT. SAME PARISIAN STREET - DAY

Ariadne walks down the crowded street with Cobb. Cobb looks around at the street, the cafe, approving.

COBB It's good. You've got the cafe, the layout... you forgot the book shop but pretty much everything else is         here.

Ariadne looks at the passers-by.

ARIADNE Who are the people? 34.

COBB They're projections of my         subconscious.

ARIADNE Yours?

COBB Sure-you are the dreamer, I am the subject. My subconscious populates your world. That's one way we get at a subject's thoughts-his mind creates the people, so we can literally talk to his subconscious.

ARIADNE How else do you do it?

COBB Architecture. Build a bank vault or         a jail, something secure, and the subject's mind will fill it with information he's trying to protect.

ARIADNE Then you break in and steal it.

COBB Exactly.

Ariadne wonders at the detail of the street.

ARIADNE I love the concrete sense of things- (stamps foot) Real weight, you know? I thought a         dream space would be all about the visual, but it's the feel of         things. Question is, what happens as you start to mess with physics...

She CONCENTRATES on the street. The street starts to BEND IN HALF- the buildings on either side FOLDING IN until they form the INSIDE OF A CUBE OF CITY, GRAVITY FUNCTIONING INDEPENDENTLY ON EACH PLANE. Ariadne looks up (or down) at the people on the opposite city surface. Cobb watches her excitement.

ARIADNE It's something, isn't it?

COBB (quiet) Yes. It is. 35.

As they walk, Ariadne notices more and more of the projections STARING at her.

ARIADNE Why are they looking at me?

COBB Because you're changing things. My         subconscious feels that someone else is creating the world. The more you change things, the quicker the projections converge on you.

ARIADNE Converge?

COBB They feel the foreign nature of the dreamer, and attack-like white blood cells fighting an infection.

ARIADNE They're going to attack us?

COBB Just you, actually.

They walk along the street to where it joins the next gravitational plane. They step up onto the different plane and walk down the street towards a river. As Ariadne approaches, steps emerge from the flagstone, and she leads Cobb up onto a small jetty. As she concentrates, pillars emerge and a BRIDGE starts to telescope out from the jetty. They step onto it as it grows. Cobb is impressed.

COBB It's beautiful... but if you keep on changing things...

People crossing the bridge STARE at Ariadne. Several of them BUMP her shoulder as they pass.

ARIADNE Mind telling your subconscious to         take it easy?

COBB That's why it's called subconscious. I don't control it.

The bridge now spans the Seine. Cobb marvels at it.

COBB Arched stone, iron pillars...         it's...                                                          36.

Cobb pauses, thinking. Remembering.

INSERT CUT: Mal, hair blowing, turns to Cobb, smiling, laughing. He smiles back. They are on the same bridge.

COBB I know this bridge. This place is         real- (serious) You didn't imagine it, you remembered it...

ARIADNE (nods) I cross it every day on my way to         the college.

COBB Never recreate places from your memory. Always imagine new places.

ARIADNE You have to draw from what you know-

COBB (tense) Use pieces-a streetlamp, phonebooths, a type of brick-not whole areas.

Several people around them ECHO Cobb's attitude...

ARIADNE Why not?

COBB Because building dreams out of your own memories is the surest way to         lose your grip on what's real and what's a dream.

ARIADNE Did that happen to you?

Cobb says nothing. He stands there, starinq at Ariadne. PEOPLE around her stop and look at her, hostile.

COBB Look, this isn't about me-

Cobb reaches for Ariadne's arm, turns her to him-

ARIADNE Is that why you need me to build your dreams? 37.

A passerby GRABS Ariadne's shoulder-

COBB Leave her alone-

More of the crowd join in, PULLING at Ariadne, holding her arms open- Cobb PULLS people off- the crowd PUSHES him away- Cobb sees someone WALKING PURPOSEFULLY through the crowd towards the helpless, Ariadne- it is Mal. She approaches with even strides- Ariadne stares at her, uneasy.

ARIADNE Wake me up, Cobb.

As Mal walks, she pulls out a LARGE KNIFE-

COBB Mal, no!

ARIADNE Wake me up!

Ariadne SCREAMS as Mal LUNGES at her with the knife and we-

CUT TO:

INT. WORKSHOP-DAY

Ariadne WAKES, BREATHING HARD. Arthur moves to her-

ARTHUR It's okay.

ARIADNE Why couldn't I wake?

ARTHUR The only way to wake from inside the dream is to die.

Cobb, in the lawn chair opposite, PULLS his tubes out.

COBB She'll need a totem.

ARIADNE What?

ARTHUR Some kind of personal icon. A small object that you can always have with you, and that no one else knows,

Cobb gets to his feet, Ariadne stares at him, furious. He heads to the bathroom. 38.

ARIADNE That's some subconscious you've         got, Cobb. (calls after him) She's a real charmer!

ARTHUR Sounds like you've met Mrs. Cobb.

ARIADNE (surprised) She's his wife?

Arthur nods, pulling off Ariadne's tubes.

ARTHUR So. A totem. You need something small, potentially heavy...

INT. BATHROOM, WORKSHOP - CONTINUOUS

Cobb takes out his PEWTER SPINNING TOP, SPINS it on the marble counter...

INT. WORKSHOP - CONTINUOUS

Ariadne looks at Arthur, puzzled.

ARIADNE Like a coin?

ARTHUR Too common. You need something that has a weight or movement that only you know.

INT. BATHROOM, WORKSHOP - CONTINUOUS

Cobb STUDIES the spin of the top as it decays, becoming more and more ECCENTRIC...

INT. WORKSHOP - CONTINUOUS

ARIADNE What's yours?

Arthur holds out a DIE.

ARTHUR A loaded die.

Ariadne reaches for it- Arthur snatches sit away- 39.

ARTHUR I can't let you handle it. That's         the point. No one else can know the weight or balance of it.

ARIADNE Why?

ARTHUR So when you examine your totem...

INT. BATHROOM, WORKSHOP - CONTINUOUS

Cobb's spinning top WOBBLES OVER.

ARTHUR (O.S.) You know, beyond a doubt, that you're not in someone else's dream.

Cobb GRABS it like a drowning man reaching for a lifeline.

INT. WORKSHOP - CONTINUOUS

Ariadne thinks this over.

ARIADNE That's not an issue for me.

ARTHUR Why not?

ARIADNE Arthur, maybe you can't see what's         going on, maybe you don't want to. But Cobb's got problems he's tried to bury down there. I'm not going to open my mind to someone like that.

Ariadne gets to her feet. Walks away.

COBB (O.S.) She'll be back.

Arthur turns. Cobb is standing in the bathroom doorway.

COBB I've never seen anyone pick it up         so fast. And one reality won't be         enough for her now. When she comes back, get her building mazes.

ARTHUR Where will you be? 40.

COBB I've got to talk to Eames.

ARTHUR Eames? But he's in Mombasa. Cobol's         backyard.

COBB Necessary risk.

ARTHUR There are plenty of other thieves.

COBB We don't just need a thief. We need a forger.

INT. GAMBLING DEN, MOMBASA - DAY

Crowded, bustling, smoke-filled. a westerner (40's), shabby suit, is squeezed in at a dice game. This is EAMES. He FIDDLES with his last two chips.

COBB (O.S.) Rub them against each other all you like, they're not going to breed.

Eames looks up to see Cobb.

EAMES You never know.

Eames tosses down his last chips. The dice are rolled...

COBB Drink?

Eames loses.

EAMES You're buying.

Cobb follows Eames. Eames mysteriously produces two stacks of chips and puts them down in front of the cashier. Cobb pulls one off the top, squints at the embossed name.

COBB You're spelling hasn't improved.

Eames GRABS the chip. Hands it to the cashier.

EAMES Piss off.

COBB How's your handwriting? 41.

Eames takes his money. Smiles at Cobb.

EAMES Versatile.

INT. STREET, MOMBASA - CONTINUOUS

Eames leads Cobb down the quiet street.

EAMES Word is, you're not welcome in         these parts.

COBB Yeah?

EAMES There's a price on your head from Cobol Engineering. Pretty big one, actually.

COBB You wouldn't sell me out.

Eames looks at Cobb, offended.

EAMES `Course I would.

COBB (smiles) Not when you hear what I'm selling.

EXT. BALCONY OF A COFFEE HOUSE - LATER

A ramshackle balcony overlooking a bust street. Eames pours.

COBB Inception.

Eames's glass stops halfway to his mouth.

COBB Don't bother telling me it's         impossible.

EAMES It's perfectly possible. Just bloody difficult.

COBB That's what I keep saying to         Arthur. 42.

EAMES Arthur? You're still working with that stick-in-the-mud?

COBB He's a good point man.

EAMES The best. But he has no imagination. If you're going to perform inception, you need imagination.

COBB You've done it before?

EAMES Yeas and no. We tried it. Got the idea in place, but it didn't take.

COBB You didn't plant it deep enough?

EAMES It's not just about depth. You need the simplest version of the idea- the one that will grow naturally in the subject's mind. Subtle art.

COBB That's why I'm here.

EAMES What's the idea you need to plant?

COBB We want the heir to a major corporation to break up his father's empire.

EAMES See, right there you've got various political motivations, anti- monopolistic sentiment and so forth. But all that stuff's at the mercy of the subject's prejudice- you have to go to the basic.

COBB Which is?

EAMES The relationship with the father. (downs drink) Do you have a chemist? 43.

Cobb shakes his head.

EAMES There's a man here. Yusuf. He         formulates his own versions of the compounds.

COBB Let's go see him.

EAMES Once you've lost your tail. (Cobb reacts) Back by the bar, blue tie. Came in         about two minutes after we did.

COBB Cobol Engineering?

EAMES They pretty much own Mombasa.

Cobb glances over the balcony.

COBB Run interference. We'll meet downstairs in half an hour.

EAMES Back here?

COBB Last place they'd expect.

Eames downs his drink. Rises. Walks over to the Businessman.

EAMES Freddy!

The Businessman looks up, awkward.

EAMES Freddy Simmonds, it is you!

Cobb nonchalantly SLIPS over the balcony DROPPING HARD into the midst of the crowd on the street below.

EAMES (looks harder) Oh. No, it isn't.

EXT. STREET, MOMBASA - CONTINUOUS

Cobb stands up, PUSHES into the crowd- faces PEER at him- he moves, trying to blend- TURNS- a SECOND BUSINESS MAN is there. 44.

COBB (disarming smile) Yes?

SECOND BUSINESSMAN We need to-

Cobb HEAD BUTTS the Second Businessman, PUSHES past him-

The First Businessman races out of the bar, sees Cobb's wake, DIVES after him- Cobb RACES headlong through tight passageways, WEAVING through or KNOCKING into the locals...

He steps into a dark, crowded cafe, scanning the tables... the First Businessman enters, spots him. An AFRICAN MAN gets in Cobb's face, jabbering at him in Swahili- Cobb considers his options... the First Businessman DRAWS A GUN- Cobb bolts, steps up on a table and out an open window, SCRAMBLING into the alley outside...

Cobb LOOKS left, right... CUTS LEFT into a narrow, CROWDED alley- the alley NARROWS TO A DEAD END. Faces in the CROWD start to watch Cobb- PEOPLE start to SURROUND him- Cobb looks back the way he came- the two Businessmen are there, GUNS DRAWN-

Cobb sees a SMALL GAP between the buildings at the narrow end- he THROWS himself into it- gets STUCK HALFWAY...

The crowd bears down, GRABBING for him as Cobb struggles to SQUEEZE HIMSELF through the gap... Cobb's moving INCHES as his pursuers gain YARDS... the Crowd is upon him... he BURSTS FREE. TUMBLING onto the next street, ROLLING out of sight.

Cobb Jumps to his feet- in a market square. TWO MORE BUSINESSMEN move towards him. Cobb BOLTS but a CAR SKIDS UP, BLOCKS HIS PATH- the door opens- SAITO IS IN THE BACK.

SAITO Care for a lift, Mr. Cobb?

COBB (jumping in) What brings you to Mombasa, Mr. Saito?

SAITO I have to protect my investment.

EXT. COFFEE HOUSE - MOMENTS LATER

Eames stands on the pavement. The car pulls up. Cobb beckons from the rear window. Eames looks at Saito. Back to Cobb.

EAMES This is your idea of losing a tail? 45.

COBB (shrugs) Different tail.

INT. WORKSHOP - DAY

Arthur sits at the table, working on a mechanism. A small COUGH prompts him to look up: Ariadne is there.

ARTHUR He said you'd be back.

ARIADNE I tried not to come.

ARTHUR But there's nothing else quite like it.

ARIADNE No paper, no pens... nothing between you and raw, direct creation.

Arthur picks up his mechanism.

ARTHUR Shall we take a look at paradoxical architecture?

Ariadne nods, takes off her coat and we-

CUT TO:

INT. PENROSE STEPS - LATER

Arthur leads Ariadne down some busy steps in a large glass and steel ATRIUM in an office complex.

ARTHUR You're going to have to master a         few tricks if you're going to build three complete dream levels.

A SECRETARY DROPS some papers as they pass...

ARIADNE What sort of tricks?

They take a tight turn and continue down the next flight.

ARTHUR In a dream, you can cheat architecture into impossible shapes. (MORE) 46.                   ARTHUR (CONT'D)          That lets you create closed loops, like the Penrose Steps. The infinite staircase.

Ariadne FREEZES- THEY ARE IN THE EXACT SPOT THEY STARTED DESCENDING FROM, next to the Secretary gathering her papers.

Ariadne puzzles at the impossible construction of the stairs.

ARTHUR See...

Arthur stops her gently- they are on the highest step, with a LARGE DROP to the next step. Arthur gestures at the drop.

ARTHUR Paradox. A closed loop like this helps you disguise the boundaries of the dream you've created.

ARIADNE How big do the levels have to be?

ARTHUR Anything from the floor of a         building, to an entire city. But it         has to be complicated enough for us          to hide from the projections.

ARIADNE A maze.

ARTHUR And the better the maze-

ARIADNE The longer we have before the projections catch us.

Ariadne looks around. Sees people LOOKING at Arthur.

ARIADNE My subconscious seems polite enough.

ARTHUR You wait, they'll turn ugly. No one likes to see someone else messing around in their mind.

ARIADNE Cobb can't build anymore, can he? 47.

ARTHUR I don't know if he can't, but he         won't. He thinks it's safer if he          doesn't know the layouts.

ARIADNE Why?

ARTHUR He won't tell me. I think it's Mal. I think she's getting stronger.

ARIADNE His ex-wife?

ARTHUR She's not his ex.

ARIADNE They're still together?

Arthur turns to Ariadne. Gentle.

ARTHUR No. No, she's dead, Ariadne. What you see in there is just his projection of her.

ARIADNE What was she like in real life?

ARTHUR (quiet) She was lovely.

CUT TO:

EXT. ROOFTOP, OLD TOWN, MOMBASA - DAY

Saito deposits a FILE in front of Cobb: PHOTOS, DOCUMENTS. As Cobb runs through them, he passes them to Eames.

SAITO Robert Fischer, 32. Heir to the Fischer Morrow energy conglomerate. He's spent his whole life being groomed as successor-breaking up         his father's empire will take a          radical shift in his thinking.

COBB What's your problem with Fischer?

SAITO That's not your concern. 48.

COBB This isn't the usual corporate espionage, Mr. Saito. This is         inception. The seed of the idea we         plant will grow in this man's mind. It'll change him. It might even come to define him.

Saito looks at Cobb.

SAITO My sources suggest you might not have always been so cautious.

COBB Then you need new sources, Mr. Saito.

Saito considers Cobb. Shrugs.

SAITO Fischer Morrow has the regulators in their pockets. We're the last company standing between them and total energy dominance and we can no longer compete. Soon they'll         control the energy supply of half the world. They'll be able to         blackmail governments, dictate policy. In effect, they become a         new superpower. The world needs Robert Fischer to change his mind.

EAMES That's where we come in. How's         Robert Fischer's relationship to          his father?

SAITO Rumor is the relationship is         complicated.

COBB We'll need more than rumor, Mr. Saito.

Eames picks up a photo: a distinguished executive (68).

EAMES Can you get me access to him? Browning. Fischer senior's right- hand man. Fischer junior's         godfather. 49.

SAITO It should be possible. If you can get the right references.

EAMES References are something of a         specialty for me, Mr. Saito.

EXT. DECREPIT BUILDING, MOMBASA - LATER

Eames leads Cobb and Saito down uneven steps to a doorway.

INT. STAIRWELL - CONTINUOUS

Peeling paint, buzzing flies. They ascend to a dusty, wire-reinforced glass door which Eames pushes open-

INT. PHARMACY - CONTINUOUS

Row upon row of wooden shelves holding hundreds of dusty glass bottles of all shapes and colors. At the far end, a portly 40-year-old man rises from behind his desk, beckoning. This is YUSUF.

YUSUF Come, come.

Eames shakes Yusuf's hand. Yusuf stops at Cobb.

YUSUF Ah, yes. Mr. Cobb. I've heard so         very much about you. (indicates chairs) please.

Yusuf chases a CAT off Saito's chair.

YUSUF Bloody cats.

Yusuf moves to a shelf and runs his fingers over the glass bottles. None of them has a label.

YUSUF You work using Somnacin, I think, Mr. Cobb?

COBB You're well informed, Mr. Yusuf.

Yusuf places a bottle on the desk in front of Cobb. 50.

COBB (dubious) Somnacin?

YUSUF (proudly) Yusuf's Somnacin.

Yusuf pulls the stopper, holds it towards Cobb's nose.

COBB As good as the real thing?

Yusuf WHIPS the bottle away from Cobb, offended.

YUSUF Better.

Yusuf holds the bottle to the light, marveling.

YUSUF Binds the dreamers tight. Let's         them dream as one. Makes it real. Of course, if you'd prefer, you could use Somnacin brand. If you could explain to the international control council what you wanted it         for.

Yusuf puts the bottle back onto the shelf. Sits.

YUSUF You are seeking a chemist? (Cobb nods) To formulate compounds for a job?

COBB And to come into the held with us.

YUSUF I rarely go into the held, Mr. Cobb.

COBB We need you there to tailor compounds to our particular requirements.

YUSUF Which are?

COBB Great depth.

YUSUF A dream within a dream? Two levels? 51.

COBB Three.

YUSUF Not possible. That many dreams within dreams would be too unstable.

COBB I've done it before. You just have to add a sedative.

YUSUF A powerful sedative. How many team members?

COBB Five.

SAITO Six. (to Cobb) The only way to know you've done the job is if I go in with you.

COBB There's no room for tourists on         these jobs, Mr. Saito.

SAITO This time, it would seem there is.

Cobb looks at him, uneasy. Yusuf pulls out another bottle.

YUSUF Of course. I use it every day.

Yusuf hands it to Cobb, who considers the white liquid inside.

COBB For what?

Yusuf beckons them further into the pharmacy, to a METAL DOOR. He STOPS- second thoughts.

YUSUF Perhaps... you will not want to         see.

Cobb motions to continue. Yusuf pulls out a large key. 52.

INT. BACK ROOM, PHARMACY - CONTINUOUS

A dark room with ROWS of low COTS. Each with a sleeping occupant. Tubes connect their wrists. An ELDERLY BALD MAN watches over them.

EAMES (counting) Eighteen, twenty-all connected, bloody hell.

YUSUF They come every day. To share the dream.

Yusuf nods at the Elderly Bald Man, who moves to the nearest bed. Reaches out to the OCCUPANT. Gives his face a FIRM SLAP. The sleeper does not even stir.

YUSUF See? Very stable.

COBB How long do they dream?

YUSUF Three, four hours. Every day.

COBB How long in dream time?

YUSUF With this compound... about forty hours. Each and every day.

Saito surveys the room, appalled.

SAITO Why do they do it?

YUSUF Tell him, Mr. Cobb.

COBB After a while... (looks at Saito) It becomes the only way you can dream.

YUSUF Do you still dream, Mr. Cobb?

Cobb STARES at the sleepers. Uneasy.

EAMES They come here every day to sleep? 53.

ELDERLY BALD MAN (O.S.) No.

Cobb turns to the Elderly Bald Man, who looks fondly at his dreamers.

ELDERLY BALD MAN They come to be woken up... the dream has become their reality...

The Elderly Bald Man pokes a crooked finger at Cobb's chest.

ELDERLY BALD MAN And who are you to say otherwise?

Cobb STARES at the Elderly Bald Man. DISTURBED. Cobb turns to Yusuf. TOSSES him the bottle.

COBB Let's see what you can do.

INT. SAME - MOMENTS LATER

Cobb is lying on an empty cot, asleep. Yusuf stands over him. As we move in on Cobb's SLEEPING FACE we hear the sound of a FREIGHT TRAIN, BUILDING, and we-

CUT TO:

EXT. WASTELAND - DAY

CLOSE ON Cobb's face as he lies, EYES CLOSED, cheek pressed to a METAL RAIL- THE SOUND OF THE TRAIN IS DEAFENING- Cobb is BREATHING, BREATHING, BREATHING, and we-

CUT TO:

INT. BACK ROOM, PHARMACY - DAY

Cobb's eyes open. Yusuf is watching him.

YUSUF Sharp, no?

Cobb nods. Gets to his feet, looking around-

INT. BATHROOM, PHARMACY - CONTINUOUS

Cobb SPLASHES water on his face, breathing hard- INSERT CUT: A CURTAIN BILLOWS. MAL TURNS TO US, HAIR BLOWING, SMILING. Cobb fumbles in his pockets, pulls out his spinning top. He tries to set it spinning on the back edge of the sink, but it FALLS to the floor and rolls towards the door- Saito is there. WATCHING Cobb. He looks down at the spinning top. 54.

SAITO Everything alright, Mr. Cobb?

Cobb dries his face with a paper towel. Picks up his top.

COBB Everything's fine.

INT. BACK ROOM, WORKSHOP - NIGHT

Close on a small BRASS CHESS PIECE. Ariadne tips it over. Frowning, she picks up a micro drill, peels back the felt on the bottom and widens a hole in one side of its base. Tests the TIPPING POINT again. A NOISE makes her look up.

INT. WORKSHOP - CONTINUOUS

Ariadne comes into the main space. Someone is there, unpacking one of the MECHANISMS. Cobb.

ARIADNE You're back.

Cobb looks up with a start. Caught out.

ARIADNE Are you going under on your own?

COBB I just-I need to test some things. I didn't realize anyone was here.

ARIADNE Just working on my totem.

Ariadne holds up the chess piece. Cobb reaches for it.

COBB Let me see-

Ariadne SNAPS it out of his reach. Smiles. Cobb nods.

COBB You're learning.

ARIADNE It's an elegant solution to keeping track of reality. Your invention?

COBB No. Mal's.

Cobb pulls out his spinning top. Looks at it. 55.

COBB This one was hers. She'd spin it in         a dream and it would never topple. Just spin and spin...

ARIADNE Arthur told me she died.

COBB She did. How are the mazes coming?

Ariadne indicates three large ARCHITECTURAL MODELS.

ARIADNE Good. Each level relates to the part of the subject's subconscious we're trying to access. I'm making the bottom level a hospital, so         that Fischer will bring his father there-

COBB Don't tell me. Remember, you only want the dreamer to know the layout.

ARIADNE Why's that so important?

COBB In case one of us brings in part of         our subconscious. You wouldn't want any projections knowing the layout.

ARIADNE In case you bring Mal in.

Cobb says nothing.

ARIADNE You won't build yourself because if         you know the maze, then she knows it. And she'd sabotage the operation. You can't keep her out, can you?

Cobb says nothing.

ARIADNE Do the others know?

COBB No. 56.

ARIADNE You have to warn them if it's         getting worse-

COBB (gentle) I didn't say it's getting worse. Look, Ariadne, I need them for this job. I need you for this job. Without your help, I'll never get back to my children. And that's all I can care about right now.

ARIADNE Why can't you go home, Cobb?

Cobb looks at her, deciding what to say.

COBB They think I killed her.

ARIADNE How did she die?

Cobb thinks.

INSERT CUT: Mal, wind BLOWING her hair, smiles at Cobb. Now we see Cobb- SHAKING HIS HEAD, TEARS STREAMING, BEGGING- COBB Thank you.

ARIADNE For what?

COBB Not asking whether I did.

INT. WORKSHOP - DAY

Ariadne, Arthur, Yusuf, Eames and Saito sit around the room, looking at FILES. Cobb presides.

COBB The mark is Robert Fischer, heir to         the Australian energy conglomerate, Fischer Morrow.

Cobb opens a large presentation pad.

COBB (reads aloud) "I WILL SPLIT UP MY FATHER'S         EMPIRE."

Cobb turns to the team. 57.

COBB An idea Robert Fischer's conscious mind would never accept. We have to         plant it deep in his subconscious.

ARTHUR How deep?

COBB Three levels down.

ARTHUR A dream within a dream within a         dream? Is that even possible?

COBB Yes. It is.

COBB Now, the subconscious motivates through emotion, not reason, so we         have to translate the idea into an          emotional concept.

ARTHUR How do you translate a business strategy into an emotion?

COBB That's what we have to figure out. Robert and his father have a tense relationship. Worse, even, than the gossip columns have suggested...

EAMES Do you play on that? Suggest breaking up his father's company as         a 'screw you' to the old man?

COBB No. Positive emotion trumps negative emotion every time. We         yearn for people to be reconciled, for catharsis. We need positive emotional logic.

Eames thinks. Paces. Looking back at the board.

EAMES Try this... "MY FATHER ACCEPTS THAT         I WANT TO CREATE FOR MYSELF, NOT          FOLLOW IN HIS FOOTSTEPS."

COBB That might work. 58.

ARTHUR Might? We'll have to do better than that.

EAMES Thanks for the contribution, Arthur.

ARTHUR Forgive me for wanting a little specificity, Eames.

COBB Inception's not about specificity. When we get inside his head, we're         going to have to work with what we          find.

Arthur shrugs, frustrated. And we-

CUT TO:

EXT. NEW YORK STREETS - DAY

The team are in the middle of a DESERTED intersection. Ariadne is showing Yusuf aspects of the geography.

EAMES We could split the idea into emotional triggers, and use one on         each level.

COBB How do you mean?

EAMES On the top level, we open up his relationship with his father.... Say: "I WILL NOT FOLLOW IN MY         FATHER'S FOOTSTEPS." Next level down we've accessed his ambition and self-esteem. We feed him: "I         WILL CREATE SOMETHING MYSELF." Then, the bottom level, we bring out the emotional big guns...

COBB "MY FATHER DOESN'T WANT ME TO BE         HIM."

EAMES That could do it.

ARTHUR How do you produce these emotional triggers? 59.

EAMES I forge each emotional concept in         the style and manner of Peter Browning, a key figure in Fischer's         emotional life.

Two AFRICAN PEDESTRIANS wander into view.

ARTHUR Are those yours?

Eames shakes his head. Cobb turns to Yusuf.

ARTHUR Yusuf?

YUSUF Yup. Sorry.

COBB Suppress them. We don't bring our own projections into the dream-we let Fischer's subconscious supply the people.

EAMES Saito, when do I get to see Browning?

SAITO You fly out to Sydney on Tuesday. We've arranged for you to spend several days...

INT. ANTEROOM, MAURICE FISCHER'S OFFICE - DAY

Eames sits in the crowded room. Boxes and files are piled high. Browning stands by a pair of double doors.

SAITO (V.O.) ...as part of a consulting litigation team working for Browning.

BROWNING I'm not smelling settlement here-we take them down.

LAWYER Mr. Browning, Maurice Fischer's         policy is always one of avoiding litigation-

Browning turns to the lawyer. Calm, but POWERFUL. 60.

BROWNING Shall we relay your concerns directly to Maurice?

Browning opens the doors to Maurice Fischer's inner office. Eames leans in to watch as Browning beckons the Lawyer into-

INT. MAURICE FISCHER'S INNER OFFICE - CONTINUOUS

The office is a MAKESHIFT HOSPITAL ROOM: a BED where the desk should be. Browning addresses a figure at the window. ROBERT FISCHER, 30'S, abstracted.

BROWNING How is he?

Fischer turns to Browning. Motions silence, as he glances at his FATHER in the bed. Wheezing gently.

BROWNING I don't want to bother him unnecessarily but I know he-

FATHER Robert! I've told you to keep out the damn!-

MAURICE LASHES OUT, KNOCKING things from his bedside table. A NURSE calms Maurice as Fischer crouches to retrieve a FRAMED PHOTOGRAPH. He looks at the photo through the broken glass- a YOUNG BOY holds a PINWHEEL CLEARLY MADE BY A CHILD (each of the points is numbered in pen), his FATHER blows on it.

BROWNING Must be a cherished memory of his-

FISCHER I put it by his bed. He hasn't even noticed.

BROWNING Robert, we have to talk about a         power of attorney. I know this is         hard for you, but it's important that we start to think about the future-

FISCHER Not now, Uncle Peter.

Browning looks at Fischer, considering. Biding his time.

EAMES (V.O.) The vultures are circling. The sicker Maurice Fischer becomes, the stronger Peter Browning becomes...                                                        61.

Eames WATCHES Browning, STUDYING his every move.

INT. BATHROOM - DAY

Eames gestures at a mirror, as if offering to shake hands...

EAMES (V.O.) I've had time to learn Browning's         physical presence and mannerisms... In the mirror: BROWNING GESTURES BACK.

INT. WORKSHOP - CONTINUOUS

EAMES Now, in the dream, I can impersonate Browning and suggest the concepts to         Fischer's conscious mind... (draws a diagram) Then we take Fischer down another level and his own subconscious feeds it right back to him.

ARTHUR (impressed) So he gives himself the idea.

EAMES Precisely. That's the only way to make it stick. It has to seem self-generated.

ARTHUR Eames, I'm impressed.

EAMES Your condescension, as always, is         much appreciated, Arthur.

CUT TO:

INT. DESERTED HOTEL LOBBY - DAY

The team sit on the steps of the large marble lobby, debating. Ariadne is showing Arthur the lobby.

EAMES He's not scheduled for surgery, no         dental, nothing.

COBB I thought he had some knee thing?

EAMES Nothing they'd put him under for. Besides, we need a good ten hours. 62.

SAITO Sydney to Los Angeles.

They turn to Saito.

SAITO Twelve hours and forty-five minutes-one of the longest flights in the world. He makes it every two weeks...

EXT. AIRFIELD - DAY

Fischer steps out of a black town car and walks across the tarmac towards a GULF STREAM JET, accompanied by two aides.

COBB (V.O.) Surely he flies private?

SAITO (V.O.) Not if there were unexpected maintenance with his plane.

Fischer is met at the steps by a DISTRAUGHT FLIGHT OFFICER.

INT. HOTEL LOBBY - DAY

Cobb chews this over. Arthur comes over.

ARTHUR It'd have to be a 747.

COBB Why?

ARTHUR On a 747 the pilots are up above, first class is in the nose so         nobody walks through the cabin. We'd have to buyout the whole cabin, and the first class flight attendant-

SAITO We bought the airline.

Everyone turns to Saito.

SAITO It seemed... neater.

COBB Neater, huh? (gets to his feet) Well, now we have ten uninterrupted hours. (MORE) 63.                   COBB (CONT'D)              (to Ariadne) Nice lobby, by the way.

And we-

CUT TO:

INT. WORKSHOP - DAY

The group is back in the workshop, deep in discussion.

ARTHUR My question is how we go down three layers with enough stability. Three layers down a little turbulence is         gonna translate into an earthquake. The dreams are gonna collapse with the slightest disturbance.

Yusuf clears his throat.

YUSUF Sedation. For sleep stable enough to         create three layers of dreaming...

INT. MAKESHIFT LAB - DAY

Yusuf depresses a plunger. Arthur is SLEEPING in a chair.

YUSUF (V.O.) We will have to combine it with an         extremely powerful sedative....

Eames SLAPS Arthur, HARD. Arthur does not stir.

INT. WORKSHOP - DAY

Arthur unconsciously rubs his cheek.

YUSUF The compound we'll be using to         share the dream is an advanced Somnacin derivative. It creates a         very clear connection between dreamers, whilst actually accelerating brain function.

CUT TO:

COBB Buying us more time in each level.

YUSUF Brain function in the dream will be         about twenty times normal. (MORE) 64.                   YUSUF (CONT'D)          And when you go into a dream within that dream the effect is         compounded.

ARIADNE How much time?

YUSUF Three dreams... that's ten hours, times twenty, times twenty, times twenty...

EAMES Math was never my strong suit.

COBB It's basically a week one layer down, six months two layers down-

ARIADNE And ten years in the third level. Who wants to spend ten years in a         dream?

YUSUF Depends on the dream.

EAMES It's not going to take us long to         crack Fischer open once we get going. We'll be out in a couple days, max.

ARTHUR How do we get out once we've made the plant? (to Cobb) I hope you've got something a         little more elegant in mind than shooting me in the head like last time.

Arthur tilts back in his chair. Yusuf turns to Cobb.

COBB A kick.

ARIADNE What's a kick?

Eames slips his foot under Arthur's chair leg. TIPS it- Arthur's legs SHOOT UP INSTINCTIVELY for balance-

EAMES That, Ariadne, would be a kick. 65.

COBB That feeling of falling which snaps you awake. We use that to jolt ourselves awake once we're done.

ARTHUR But how are we going to feel that through the sedation?

YUSUF That's the clever part. I customize the sedative...

INT. MAKESHIFT LAB - DAY

Cobb, Eames and Yusuf watch Arthur, ASLEEP, in a chair.

YUSUF (O.S.) To leave inner ear function unimpaired...

Yusuf, with a wicked grin, slowly TIPS Arthur's chair backwards... as he falls, Arthur's body JERKS, EYES OPENING just before he HITS the floor.

INT. WORKSHOP - DAY

Arthur thinks, nodding slowly.

YUSUF That way, however deep the sleep, the sleeper will still feel falling...

INT. MAKESHIFT LAB - DAY

Yusuf gleefully LEANS a SLEEPING ARTHUR to one side ...

YUSUF (V.O.) Or tipping...

Arthur goes down with a CRASH, JERKING AWAKE-

INT. WORKSHOP - DAY

Arthur thinks this through.

ARTHUR Even that won't cut through three layers of deep sleep.

COBB The trick is to devise a kick for each level, then synchronize them to get a snap that penetrates all three layers. 66.

Arthur looks at Cobb, getting it.

ARTHUR We can use the musical countdown to         synchronize the different kicks.

INT. WORKSHOP - NIGHT

Ariadne comes into the darkened main space. Cobb is lying on one of the chairs, asleep. Plugged into the mechanism. Ariadne stands over him. Watching.

She opens the case, PULLS one of the tubes, sits, checking the dials as she injects the needle cap into her arm, and we-

CUT TO:

INT. CAGE STYLE ELEVATOR - DAY

Ariadne ascends. She looks at the buttons. Spots the "B." The elevator STOPS. She looks through the grill at-

INT. YOUNG GIRL'S BEDROOM - DAY

Ariadne pulls back the grill and walks across the room, considering the dusty furnishings. At the window is a doll's house, front slightly ajar. Ariadne opens it. Inside is a SAFE. She tries it. LOCKED. A NOISE STARTLES her- she turns, looking through a doorway into another room...

INT. LIVING ROOM - CONTINUOUS

Ariadne looks into the room to see Cobb and Mal talking, arguing. A private moment. Mal brushes at Cobb's hair, trying to convince him. We hear snatches of conversation-

MAL You remember when you asked me to         marry you?

COBB Of course...

MAL You said you had a dream...

COBB That we'd grow old together.

MAL And we can. You know how to find me... you know what you have to do.

Cobb is shaking his head, gently. Mal looks into Cobb's eyes- gentle, loving... Mal SPOTS Ariadne spying on them. 67.

FREEZES, staring, hostile. Cobb turns, sees Ariadne, moves towards her, leaving Mal.

COBB You shouldn't be in here.

Cobb guides her back into the elevator.

ARIADNE I wanted to know what "tests" you need to do on your own every night.

INT. CAGE STYLE ELEVATOR - DAY

Cobb shuts the CAGE DOOR. Ariadne hits a button. The elevator RISES. Through the GRILL Ariadne can see a BEACH stretching off into the distance. The elevator stops. Mal sits on the sand. Beside her, the two children are crouched, away from us, building a SANDCASTLE.

ARIADNE Why do you do this to yourself?

COBB This is the only way I can still dream.

ARIADNE Is it so important to dream?

Cobb stares at his family.

COBB In my dreams... we're still together.

The kids, WITHOUT TURNING AROUND, jump up and RUN AWAY.

INT. CAGE STYLE ELEVATOR - CONTINUOUS

The elevator descends.

ARIADNE But these aren't just dreams, are they? They're memories. You said never to use memories.

COBB And I shouldn't.

ARIADNE You're keeping her alive.

COBB No. 68.

ARIADNE You can't let her go.

COBB No. These are moments I regret. Moments I turned into dreams so I         could change them.

Ariadne's fingers move across the buttons- stop at the "B."

ARIADNE What've you got buried down there that you regret?

Cobb pushes her hand away. Hits the third floor button.

COBB There's only one thing I need you to understand about me...

INT. KITCHEN, COBB AND MAL'S HOUSE - MOMENTS LATER

Ariadne follows Cobb into the kitchen. A THIN MAN is there, standing by the table. He holds a FOLDED PIECE OF PAPER.

ARIADNE This is your house?

COBB Mine and Mal's.

ARIADNE Where is she?

COBB She'd already died.

The Thin Man offers Cobb the piece of paper. A CHILD'S SHOUT- Cobb TURNS. Ariadne follows his gaze to the garden. A small blonde boy faces away from them, crouched on his haunches to look at something on the ground.

COBB It's James. My boy. He's found something. Maybe a worm.

A slightly older girl RUNS into view.

COBB And there's Philippa.

She crouches beside the boy. Their FACES ARE AWAY FROM US. They point and discuss whatever is on the ground. 69.

COBB I thought about calling out, so         they'd turn and smile those incredible smiles... but I'm out of         time-

The Thin Man thrusts the paper into Cobb's hand.

THIN MAN Right now. Or never, Cobb.

Cobb nods, turns from the window-

COBB Then I panic that I'll always wish I'd seen them turn, that I can't         waste this chance...

Cobb TURNS BACK to call out- but the children RACE OFF...

COBB But the moment's passed. And whatever I do, the dream's always the same... When I'm about to         call... they run.

Cobb watches them run off, calling for grandma, FACES UNSEEN.

COBB If I'm going to see their faces again-I've got to get back here in         the real world...

Behind him, Ariadne SLAMS the grill shut. Cobb TURNS.

INT. CAGE STYLE ELEVATOR - CONTINUOUS

Ariadne hits the BASEMENT button. The elevator starts to DESCEND. ariadne STARES, fascinated as glimpses of floors slip past: Mal's childhood bedroom, a thundering wall of freight train... The elevator STOPS. Through the grill Ariadne sees a HOTEL SUITE. She pulls open the grill, steps cautiously out into-

INT. ELEGANT HOTEL SUITE - CONTINUOUS (NOW NIGHT)

DISHEVELED bedclothes, UPENDED room service table, STRAWBERRIES across the floor. A STRUGGLE. Ariadne steps forwards- SMASH- she looks down to see that she has kicked over a CHAMPAGNE FLUTE. Ariadne feels a draught. The CURTAIN BILLOWS.

MAL (O.S.) What are you doing here?

Ariadne TURNS. Mal is there. 70.

ARIADNE My name is-

MAL I know who you are. What are you doing here?

ARIADNE I don't know. Trying to understand.

MAL How could you understand? Do you know what it is to be a lover? To         be half of a whole?

ARIADNE No.

Mal moves slowly towards Ariadne...

MAL I'll tell you a riddle. You're         waiting for a train. A train that will take you far away. You know where you hope this train will take you, but you don't know for sure...

Mal glides around Ariadne, looking her over.

MAL But... it doesn't matter. How can it not matter to you where that train will take you?

COBB (O.S.) Because you'll be together.

Cobb is standing in the elevator. Mal nods. Looks at him.

MAL How could you bring her here, Dom?

ARIADNE What is this place?

COBB A hotel. We spent our anniversaries in this suite.

ARIADNE What happened here?

Mal picks up the BROKEN STEM of a champagne flute...                                                       71.

INT. CAGE STYLE ELEVATOR - CONTINUOUS

Cobb PULLS Ariadne into the elevator- Mal THROWS herself towards Ariadne- Cobb SLAMS the GRILL- Mal SMASHES against it AGAIN and AGAIN like a WILD ANIMAL- Ariadne FLINCHES-

MAL you PROMISED! YOU SAID WE'D BE         TOGETHER!-

COBB We can. We will. But I need you to         stay here for now-

MAL YOU SAID WE'D GROW OLD TOGETHER!-

Cobb pushes a button and the elevator starts to rise.

COBB I'll come back. I need you to stay here on your own for now. Just while I do this job. Then we can be         together-

MAL WE'LL BE TOGETHER-YOU PROMISED!-

Mal THROWS herself against the grill, and. we-

CUT TO:

INT. WORKSHOP - NIGHT

Ariadne watches Cobb sleeping. His eyes gradually flicker open. He sees her watching him.

ARIADNE You think you can just build a         prison of memories to lock her in? You think that's going to contain her?

The LIGHTS COME ON: Saito and Arthur stand in the doorway.

SAITO Maurice Fischer just died in Sydney.

COBB When's the funeral?

SAITO Thursday. In Los Angeles. 72.

COBB Robert'll accompany the body Tuesday at the outside. We have to         move.

Cobb gets up. Ariadne comes over to him.

ARIADNE (low) I'm coming with you.

COBB No. I promised Miles.

ARIADNE The team needs someone in there who understands what you're struggling with. If you don't want it to be me         then you need to show Arthur what I          just saw.

Cobb looks at Ariadne. Turns to Saito.

COBB We need one more seat on the plane.

INT. DEPARTURE GATE, SYDNEY - DAY

Saito stands looking out the window at a 747. Cobb arrives beside him. They watch a COFFIN being loaded.

COBB If I get on this plane and you haven't taken care of things... when we land I go to jail for the rest of my life.

SAITO Complete the job en route, I make one phone call from the plane... you will have no trouble clearing immigration.

INT. FIRST CLASS CABIN, 747 - CONTINUOUS

The luxurious cabin has only ten seats. Cobb finds his- sees Ariadne in the seat behind his. They do not acknowledge each other. Behind her is Arthur, looking out the window. Eames enters, STUFFS his bag into the overhead bin, BLOCKING the passenger behind: ROBERT FISCHER, standing there, patient, bag in hand, wearing black.

EAMES Oh, sorry. 73.

Eames SQUEEZES up against his seat to let Fischer BRUSH PAST. Fischer moves to his seat, directly in front of Cobb. Eames TOSSES Cobb a PASSPORT. Cobb flips it open: Fischer's. Pockets it. Yusuf and Saito enter, take their seats.

EXT. RUNWAY - MOMENTS LATER

The 747 HURTLES down the runway.

INT. FIRST CLASS CABIN, 747 - MOMENTS LATER

Cobb looks down at his hand: a TINY VIAL taped to the center of his palm. He removes the cap. The seatbelt sign goes dark. Cobb unbuckles, stands.

COBB Excuse me?

Fischer looks up.

FISCHER Yes?

COBB I think this is yours...

Cobb holds up the open passport, comparing the picture to Fischer. Fischer's hand goes to his pocket. Cobb hands Fischer the passport.

FLIGHT ATTENDANT Would you gentlemen care for a         drink?

FISCHER Water.

COBB Same.

Fischer gives Cobb a thin smile. Holds up his passport.

FISCHER Well, thank you.

COBB No problem. Look, I couldn't help noticing your name. You're not related to Maurice Fischer?

Fischer takes a beat. But Cobb seems harmless.

FISCHER Actually, he was my father. 74.

COBB I'm very sorry for your loss. He         was an inspiring figure.

The Flight Attendant brings their drinks- Cobb takes them.

COBB Thanks.

As he turns to Fischer he LOWERS his right hand ... a CLEAR LIQUID DROPS into Fischer's water as Cobb hands it to him.

COBB To Maurice Fischer. (they drink) I'll leave you in peace.

Fischer grants him a smile.

EXT. 747 - LATER

The great plane SOARS through a burning cloudscape.

INT. FIRST CLASS CABIN, 747 - MOMENTS LATER

Cobb reaches into the overhead for a blanket- lets it fall onto Fischer's head- Fischer doesn't flinch. ASLEEP. Cobb SIGNALS the others. The First Flight Attendant unlocks a CUPBOARD in the galley, then leaves, closing the curtain. Arthur moves into the galley and pulls out a MECHANISM CASE.

Cobb and Arthur open the mechanism- uncoil the tubes- feed them around the window side of each of the seats. Arthur rolls up Fischer's cuff- PUSHES the needle cap into Fischer's wrist. Arthur pulls Fischer's cuff down and hides the tubes behind the armrest of Fischer's seat.

Arthur runs the next tube to Ariadne. Cobb puts the case on Yusuf's lap. Yusuf checks the TIMERS, tapping the syringes. The others recline their seats. Yusuf HITS A BUTTON- closes the case- places it at his feet. He settles back, and we-

CUT TO:

INT. SEDAN - DAY

Cobb DRIVES. Saito and Arthur are in the back. Rain BEATS down. Cobb pulls over-

EXT. NEW YORK STREETS - CONTINUOUS

Yusuf stands on the corner, silver briefcase in hand, collar turned up against the rain. He reaches for the door. 75.

INT. SEDAN - CONTINUOUS

Yusuf clambers into the back, brushing rain from his face.

ARTHUR (indicates rain) Couldn't you have peed before you went under?

YUSUF Sorry.

The front door OPENS and Eames climbs in, soaked.

EAMES Bit too much free champagne before takeoff, Yusuf?

YUSUF Ha bloody ha.

COBB At least we know he'll be looking for a cab in this.

INT./EXT. SEDAN ON RAINY NEW YORK STREETS - CONTINUOUS

Cobb pulls out into the heavy traffic. He weaves around several cars before lining up behind a YELLOW CAB.

COBB Brace yourselves.

Cobb hits the gas- REAR ENDS the cab with a CRUNCH. The CABDRIVER gets out, fuming. Heads to Cobb's window-

CABDRIVER Hey, asshole! Why don't you try driving without your thumb up-

He sees the SILENCED PISTOL Cobb is holding at his belly.

COBB Walk away.

The Cabdriver backs off. Arthur climbs into the cab. Both cars pull away.

INT./EXT. CAB ON RAINY NEW YORK STREETS - CONTINUOUS

Arthur SLOWS in front of the TRAIN STATION, peering at the pedes pedestrians. He SPOTS Fischer, lights the cab's sign. Fischer FLAGS him down. Fischer JUMPS into the back, brushing rain from his shoulders. 76.

FISCHER Third and Market. Snappy.

Eames JUMPS in from the other side.

FISCHER What're you doing?

EAMES Sorry, I thought it was free. Maybe we could share.

FISCHER Maybe not.

Saito gets into the front passenger seat. Pointing a gun.

FISCHER Great.

Arthur pulls away. Fischer pulls out his wallet and tosses it at Eames.

FISCHER (contemptuous) There's 500 dollars in there. And the wallet's worth more than that. For that you ought to at least drop me at my stop.

Eames smiles at this.

EAMES I'm afraid-

A SHOT SHATTERS the window by Eames's head- another SHOT IMPACTS by Saito-

EAMES Get us out of here!

Arthur hits the gas, but a BLACK S.U.V. SKIDS sideways in front, BLOCKING the path-

A BLOCK BEHIND- Cobb is at a light. ARIADNE is getting in the front. Cobb has HEARD the GUNFIRE-

COBB Come on!-

Cobb looks ahead to the AMBUSH, hits the gas- the sedan ROCKETS forwards... but BAM- A FREIGHT TRAIN CLIPS THE FRONT OF THE SEDAN, SHOVING IT SIDEWAYS AS AN ENDLESS TRAIN BARRELS PAST, A WALL BETWEEN COBB AND THE AMBUSH- 77.

A SECOND S.U.V. is behind the cab- PLAIN CLOTHES SECURITY MEN advance through the traffic, weapons trained on the cab. Bullets RIP into the cab as Eames throws himself on top of Fischer, PULLING a SACK over his head-

Inside the sedan, Ariadne watches the train passing-

ARIADNE This wasn't in the design-

Cobb BACKS UP, SPINS around, heading for the tail of the train-

A Security Man emerges from the front S.U.V. carrying an AUTOMATIC RIFLE- he steps towards the cab through the rain, raises his weapon and BLASTS THE CAB'S WINDSCREEN-

Cobb clears the end of the train, and SKIDS across the tracks-

Arthur CROUCHES down- PUSHES the accelerator with his HAND- YANKS the wheel- FLYING BLIND. The cab NAILS the Security Man, CRUNCHING into the front S.U.V.-

Cobb SMASHES his car into the rear S.U.V., creating a GAP-

Arthur YANKS the transmission and REVERSES- SCRAPING through the gap- Security Men DIVE out of the way- Arthur throws a ragged J-turn to head down a SIDE STREET- Cobb follows in the other car. Rain whips across Arthur's face as he BREATHES-

ARTHUR Everybody okay? Saito?

Arthur looks at Saito. Saito's hand is at his belly. Covered in BLOOD.

EXT. WAREHOUSE - MOMENTS LATER

The sedan and cab pull into the side entrance- Eames jumps out- PULLS the shutter down behind them-

INT. WAREHOUSE - CONTINUOUS

Yusuf and Eames PULL Fischer from the cab, HUSTLING him through a doorway. Cobb JUMPS out of the sedan, furious.

COBB Arthur! Arthur what the-

Arthur pulls the bloody Saito from the front seat.

COBB Oh, Christ. Is he dying? 78.

ARTHUR I don't know. What happened back there? Where were you?

COBB We were blocked by a freight train.

ARTHUR (to Ariadne) Why would you put a train crossing in a downtown intersection?

ARIADNE I didn't.

COBB (snaps) Why were we all ambushed, Arthur?! Those weren't regular projections- they'd been trained!

ARIADNE How could they be trained?

ARTHUR Fischer's had an extractor teach his mind to defend itself. His subconscious is militarized. It should've shown on the research-

COBB So why the hell didn't it?!

ARTHUR Calm down.

COBB Don't tell me to calm down-you were meant to check Fischer's background thoroughly. You can't make this kind of mistake-we're not prepared for this kind of violence-

ARTHUR Cobb, we've dealt with sub-security before. We just have to be more-

COBB This wasn't part of the plan, Arthur! (points at Saito) He's dying!

EAMES So we put him out of his misery. 79.

Eames steps into the room, pulls his gun and moves over Saito.

COBB No.

EAMES He's in agony. Let's wake him up-

Cobb GRABS Eames's arm.

COBB No!             (they lock eyes) It won't wake him up.

EAMES What do you mean, it won't wake him? When you die in a dream you wake up.

YUSUF Not from this. We're too heavily sedated to wake up that way.

Eames looks at Yusuf, then to Cobb.

EAMES So what happens if one of us dies?

COBB That person doesn't wake up. Their mind drops into Limbo.

ARIADNE Limbo?

ARTHUR Unconstructed dream space.

ARIADNE What's down there?

ARTHUR Raw, infinite subconscious. Nothing there but what was left behind by         anyone on the team who's been trapped there before. On this team... just Cobb.

ARIADNE How long would we be stuck there? 80.

YUSUF You couldn't even think about trying to escape until the sedation eases-

EAMES How long?

YUSUF Decades-it could be infinite-I don't know! Ask him-he's the one who's been there before!

Eames moves to Cobb. Looks him in the eye.

EAMES Great. So now we're stuck in         Fischer's mind battling it out with his private army, and if we get hit we're stuck in Limbo 'til our brains dissolve into scrambled egg?

Cobb says nothing. Saito groans more loudly.

ARTHUR Let's just get him upstairs.

INT. OFFICE, WAREHOUSE - MOMENTS LATER

Saito is laid out on an old desk. Arthur examines him. He motions to Ariadne. Eames watches Cobb.

ARTHUR Hold this. Firm pressure.

Arthur turns to Cobb.

ARTHUR You knew the risks and you didn't         tell us.

COBB There wasn't meant to be any risk. We weren't supposed to be dealing with a load of gunnre.

ARTHUR You had no right.

COBB It's the only way you can go three layers deep, Arthur.

Arthur turns to Yusuf, hostile. 81.

ARTHUR And you. You went along with this?

YUSUF I trusted him.

ARTHUR You trusted him? When? When he         promised you half his share?

YUSUF (offended) No! His whole share. Plus, he told me he'd done it before.

Arthur turns to Cobb.

ARTHUR Oh, yeah? With Mal? That worked out great, didn't it, Cobb?

Cobb grabs Arthur.

COBB You don't know anything about that. This was the only way to do this job, Arthur. I did what I had to do         to get back to my children.

EAMES So you led us into a war zone with no way out.

COBB We have a way out. The kick. We         just have to push on, do the job as          fast as possible and get out using the kick.

EAMES Forget it. We go any deeper, we         just raise the stakes. I'm sitting it out on this level.

COBB You'll never make it, Eames. Fischer's security is surrounding this place as we speak. The ten hours of the flight is a week at         this level-you'll never make it          without getting killed. Downwards is the only way forwards. We have to carry on.

Saito groans. Cobb looks at him- 82.

COBB And we have to do it fast.

Eames and Arthur weigh this.

COBB Eames, go get ready. Arthur, let's         get in there and soften him up.

INT. BATHROOM, WAREHOUSE - LATER

Cobb and Arthur, wearing BALACLAVAS, PULL the sack from Fischer's head. He is chained to the radiator.

FISCHER I'm insured against kidnapping up         to ten million-this'll be simple-

COBB No, it won't.

Fischer looks at Cobb, unnerved.

ARTHUR In. your lather's office, below the bookshelves, is his personal safe. We need the combination.

FISCHER I never noticed a safe-

COBB Doesn't mean you don't know the combination.

FISCHER Well, I don't.

ARTHUR We have it on good authority that you do.

FISCHER Whose?

INT. OFFICE, WAREHOUSE - CONTINUOUS

Yusuf looks through Fischer's wallet. Eames is opening a HINGED, THREE-WING MIRROR.

YUSUF Five hundred dollars, this cost?

EAMES What's inside? 83.

YUSUF Cash, cards, ID... and this-

Yusuf holds up a SNAPSHOT: the photo from Maurice Fischer's office- YOUNG ROBERT holds his HOMEMADE PINWHEEL, his FATHER blows on it. Eames takes it from Yusuf. STUDIES it. Cobb enters. Eames hands him the snapshot.

EAMES Useful?

Cobb studies the snapshot. Eames examines himself in the hinged mirror from multiple angles: ONE BY ONE the myriad Eames reflections BECOME BROWNINGS. Cobb pockets the photo.

COBB You're on. You've got an hour.

EAMES An hour? I was supposed to have all night to crack him.

COBB And Saito was supposed to keep his guts on the inside. You've got an         hour-get something we can use.

Eames turns from the mirror AS BROWNING. He glances at his watch, then SCREAMS, as if begging for mercy-

INT. BATHROOM, WAREHOUSE - CONTINUOUS

Browning's CRY reverberates- Fischer looks up, concerned-

FISCHER What's that?

ARTHUR Good authority.

Another cry rings out. Fischer recognizes the voice.

FISCHER Uncle Peter?! Make them stop-

ARTHUR The combination.

FISCHER I don't know it!

ARTHUR Why would Browning tell us you did?

FISCHER Let me talk to him-I'll find out. 84.

INT. BATHROOM, WAREHOUSE - MOMENTS LATER

Cobb pushes Browning (Eames), bloody and bruised, into the room and forces him down next to Fischer. Cobb handcuffs Browning's wrist to a metal bracket on the side of the sink.

COBB You've got an hour. Get talking.

Cobb leaves.

BROWNING (EAMES) They've had me for two days. They've got someone with access to         your father's office and they're          trying to open his safe-they thought I'd know the combination, but I don't-

FISCHER Neither do I, Uncle Peter.

BROWNING (confused) Maurice told me that after he         passed only you would be able to          open it.

FISCHER He never gave me the combination.

Browning thinks for a minute. Realizes something.

BROWNING He did, he just didn't tell you that it was a combination.

FISCHER What, then?

BROWNING Something only you would know. Some meaningful combination of numbers from your experiences with Maurice-

FISCHER We didn't have a lot of meaningful experiences together.

BROWNING Perhaps after your mother died...

FISCHER After my mother died, I went to him in my grief. (MORE) 85.                   FISCHER (CONT'D)          You know what he told me? "There's         really nothing to be said, Robert."

BROWNING He always had a hard time with emotional-

FISCHER I was eleven, Uncle Peter.

Browning (Eames) takes this in.

BROWNING He loved you, Robert. In his way.

FISCHER "In his way?" At the end he called me to his deathbed. He could barely speak, but he took the trouble to         say one last thing to me. He pulled me close... I could make out only one word. "Disappointed."

Browning can say nothing.

INT. OFFICE, WAREHOUSE - CONTINUOUS

Cobb pulls off his balaclava. Looks down at Saito, who is breathing fast, shallow.

COBB How's he doing?

ARIADNE He's in a lot of pain.

Cobb takes Saito's hand. Looks him in the eye.

COBB When we get you down to the next level, the pain will be less intense.

Saito nods, breathing hard.

ARIADNE (low) And if he dies?

COBB His conscious mind will drop out of         the dream. He'll be trapped in         Limbo for a lifetime...

ARIADNE What will that do to him? 86.

Cobb looks at her. Grave.

COBB When he wakes... his mind could be         completely gone.

SAITO When... when we wake I will still honor our arrangement...

Cobb looks down at Saito sadly.

COBB Saito-san, when you wake you might not even remember that we had an         arrangement. You'll have forgotten this world. Limbo will be your reality. Lost there so long, you'll         have become an old man...

SAITO Filled with regret?

COBB Waiting to die alone. Yes.

SAITO Then I'll take the chance and come back. And we'll be young men together again.

Saito smiles weakly. Cobb nods at him, turns to Ariadne.

ARIADNE When were you trapped in Limbo?

Cobb says nothing. Ariadne pulls him away from Saito.

ARIADNE Cobb, you might have convinced the rest of this team to carry on with the job. But they don't know the truth.

COBB What truth?

ARIADNE The truth that at any minute you might bring a freight train through the wall. The truth that Mal is         bursting up through your subconscious. (MORE) 87.                   ARIADNE (CONT'D)          The truth that as we go deeper into Fischer, we're also going deeper into you-and I'm not sure we're         going to like what we find there.

Cobb stares back at Ariadne. Saying nothing.

ARIADNE This is not just about Fischer, it's about you. Tell me what happened to you and Mal. Trapped in         Limbo.

Cobb looks at her. Thinking it through.

COBB We were on a job. Exploring dreams within dreams. But we didn't         understand how your mind can turn hours into years. How you can get trapped. Trapped so deep that when you wash up on the shore of your subconscious...

INSERT CUT: MAL LIES ON THE SAND, STARING UP AT A CLOUDLESS SKY, WAVES WASHING OVER HER...

COBB You can lose track of what's real.

ARIADNE How long were you stuck?

Cobb pauses before he answers. Looks at Ariadne.

COBB Fifty years.

Ariadne stares at him, incredulous.

ARIADNE How did you stand it?

INSERT CUT: COBB AND MAL BUILD A SANDCASTLE ON THE BEACH...

COBB We built. We created a whole world for ourselves...

INSERT CUT: COBB AND MAL WALK THROUGH A DESERTED CITY. COBB It's not so bad at first, being gods. The problem is knowing that it's not real. It became impossible for me to live like that. 88.

ARIADNE But not for her?

COBB She accepted it. At some point...

INSERT CUT:

INT. MAL'S CHILDHOOD HOME - DAY

Mal opens a DOLL'S HOUSE. Inside is a SAFE. She opens it- it is empty. She pulls out her SPINNING TOP.

COBB (V.O.) ...she'd decided to forget that our world wasn't real.

Mal places the top inside the safe. LOCKS IT AWAY... INT. OFFICE, WAREHOUSE - CONTINUOUS

ARIADNE And when you finally woke up?

COBB To wake from that. From decades lived. To be old souls thrown back into youth. It was hard. At first Mal seemed okay. But I started to         realize something was wrong. Finally she admitted it. This idea she was possessed by. This simple little idea that changed everything...

ARIADNE What was it?

COBB That our world was not real. No         matter what I did, no matter what I          said, she was convinced that we          were still in a dream. That we         needed to wake up again...

INT. COBB AND MAL'S KITCHEN - DAY (FLASHBACK)

Cobb is trying to calm Mal, who is hysterical.

COBB (V.O.) That to get home we'd have to kill ourselves.

INT. WORKSHOP - DAY

Ariadne looks at Cobb, appalled. 89.

ARIADNE What about your children?

Cobb has to look away.

COBB She... she believed they weren't         real. That our real children were waiting. Somewhere above...

INT. COBB AND MAL'S KITCHEN - DAY (FLASHBACK)

Mal shakes her head at Cobb as he USHERS the children out of the room, FACES UNSEEN-

COBB Calm down, Mal-

MAL They're projections, Dom. Your dreams. I'm their mother-don't you think I can tell the difference?

Cobb closes the door- turns to her, eyes full of bitter tears.

COBB If it's my dream then why can't I         control it? Why can't I stop this?

MAL (it's obvious) You don't know you're dreaming.

COBB You keep telling me I am-

MAL And you don't believe me!

COBB (V.O.) She was certain. But she loved me         too much to go without me. So she made a plan...

INT. ELEGANT HOTEL CORRIDOR - NIGHT (FLASHBACK)

Cobb walks along, checking door numbers against a key.

COBB (V.O.) For our anniversary...

INT. ELEGANT HOTEL SUITE - CONTINUOUS (FLASHBACK)

Cobb enters the lavish suite. He notices the DISHEVELED BEDCLOTHES. 90.

He steps forwards- SMASH- he has tipped over a champagne glass with his foot... dinner for two is SPREAD ACROSS THE FLOOR. He looks at the DEBRIS, confused... next to the broken glass is a SPINNING TOP. He picks it up, studying it, thinking. He feels a draught, looks to the window. The CURTAIN BILLOWS.

EXT. EXTERIOR ATRIUM - CONTINUOUS (FLASHBACK)

Cobb looks out the window: Mal sits on the ledge of the opposite window. HAIR BLOWING. Feet dangling over the dizzyingly high atrium. She smiles.

MAL Join me.

COBB Mal, come back inside.

MAL No. I'm going to jump. And you're         coming with me.

COBB No, I'm not. This is real-if you jump, you're not going to wake up, you're going to die. Let's go back inside and talk about this, please.

MAL We've talked enough.

She KICKS off a shoe and watches it DROP.

MAL Come out onto the ledge or I'll         jump right now.

She means it. Cobb swings his legs out, sitting on the ledge opposite is wife. He looks down at the drop.

MAL I'm asking you to take a leap of         faith.

COBB I can't do that, Mal. I can't leave our children.

MAL If I go without you, they'll take them away, anyway.

COBB What do you mean? 91.

MAL I filed a letter with our attorney. Explaining how I'm fearful for my         safety, how you've threatened to          kill me...

Cobb looks back at the wrecked hotel suite, PANICKING...

MAL (CONT'D)         I love you, Dom. I've freed you from the guilt of choosing to leave them. We're going home to our real children.

COBB Out children are here, Mal.

Mal CLOSES HER EYES. Cobb looks for some way to reach her...

MAL You're waiting for a train...

COBB NO! MAL, NO, I CAN'T!

MAL A train that will take you far away...

COBB DON'T DO THIS!

MAL You know where you hope this train will take you, you can't know for sure...

COBB DON'T!

MAL But it doesn't matter...

COBB NO!

MAL Because you'll be together...

Mal SLIPS FORWARD INTO SPACE. Cobb SCREAMS after her. Then tries to bury his face in the wall...

INT. OFFICE, WAREHOUSE - DAY

Cobb stares as he remembers. 92.

COBB He letter to the authorities refuted all the claims about her sanity that she knew I'd make...

INT. COBB AND MAL'S KITCHEN - DAY (FLASHBACK)

Cobb stands with the Thin Man, who has a piece of paper.

COBB (V.O.) She'd had herself declared sane by         three different psychiatrists.

Cobb hears a SHOUT- turns to the garden. James CROUCHES, Philippa joins him, examining the ground, FACES UNSEEN...

COBB (V.O.) (CONT'D)         It was impossible for me to explain the nature of her madness...

The Thin Man thrusts the paper into Cobb's hand.

THIN MAN Right now. Or never, Cobb.

Cobb turns back to the window- about to call out- James and Philippa RUN OFF. Cobb turns from the window. Looks at the paper in his hand. It is an AIRPLANE TICKET.

COBB (V.O.) So I ran. And I've been running ever since, trying to buy my way back to my family...

INT. OFFICE, WAREHOUSE - DAY

Cobb looks across at Ariadne.

ARIADNE Psychiatrists judged her sane?

COBB She was sane. She was just lost in         the labyrinth.

ARIADNE Then why should you blame yourself?

COBB Because we were a family. And we         had a life I would do anything to          get back to now. But that reality wasn't enough for me then. 93.

ARIADNE It might have been your idea to         push the limits, Cobb. But you're         not responsible for the idea that destroyed her. The idea that her world wasn't real... that was her own idea from her own mind.

Cobb says nothing.

ARIADNE (CONT'D)         Your guilt defines her. Powers her. If we're going to succeed in this, you're going to have to forgive yourself, and you're going to have to confront her. But you don't have to do it alone.

COBB You don't have to do this for me-

ARIADNE I'm doing it for the others. They don't know the risk they've taken coming in here with you.

Cobb looks at the rooftop opposite, sees a SNIPER take up a position. Cobb shakes his head, frustrated.

COBB We can't stay here. Arthur?!

INT. BATHROOM, WAREHOUSE - CONTINUOUS

Browning puts his hand on Fischer's shoulder.

BROWNING These people are going to kill us         if we don't give them the combination.

FISCHER They won't, they'll try to ransom us-

BROWNING I heard them-they're going to lock us in and run the can into the river.

FISCHER What is in the safe? 94.

BROWNING Something for you. Maurice always said it was his most previous gift... a will.

FISCHER Maurice's will is with Port and Dunn.

BROWNING It's an alternate. It supersedes the other only if you want it to.

FISCHER What does it say?

BROWNING It splits all the component businesses of Fischer Morrow into individual companies, transferring ownership to the boards of those companies...

FISCHER Leaving me nothing?

BROWNING A basic living. Nothing more. The entire empire would cease to exist.

FISCHER Destroy my own inheritance? Why would he suggest such a thing?

BROWNING I don't know, Robert.

Cobb OPENS the door. Arthur is behind him.

COBB Come to your senses?

FISCHER Let us go. I don't know the combination. Not consciously.

Cobb considers this. Opens his phone. Pulls out his gun.

COBB Let's try instinctively. I have someone standing in your father's         office ready to tap in a          combination.

He holds the phone to Fischer's mouth. 95.

COBB (CONT'D)         First six numbers that come into your head. Right now.

FISCHER I have no idea-

Cobb SWINGS the gun onto Browning-

COBB RIGHT NOW!

FISCHER Five, two, eight... four, nine, one.

Cobb lowers his weapon. Listens to the phone. Shakes his head. Shuts the phone.

COBB You'll have to do better. Bag `em.

Arthur puts SACKS over their heads.

INT. WAREHOUSE - CONTINUOUS

Cobb and Arthur drag Fischer and Browning to the van-

FISCHER We're worth much more to you alive...

Arthur places Fischer on the back seat- uses a DROPPER to drop LIQUID onto Fischer's mask- his head SLUMPS FORWARDS. "Browning" yanks the sack from his head- it is now EAMES.

EAMES (excited) His relationship with his father's         much worse that we thought.

ARTHUR That helps us?

Arthur pulls a SNIPER RIFLE from a case by the van.

COBB The stronger the issues, the more powerful the catharsis.

Cobb motions for Yusuf to follow his upstairs.

ARTHUR But how do you reconcile them if         they're that estranged? 96.

EAMES I'm working on that.

Arthur lines up a shot through the window-

ARTHUR Well, work fast-Fischer's         projections are closing in quick, we need to break out of here before we're totally boxed in...

Arthur SHOOTS two snipers. Cobb and Yusuf gently load Saito into the van. He groans. Ariadne straps him in, checks his bandages. Arthur can't get the last sniper- he's too hidden behind a wall-

EAMES Shouldn't be afraid to dream a         little bigger, Arthur-

Eames lines up a shot with a grenade launcher. Fires- the sniper EXPLODES into the air- Arthur looks at Eames.

EAMES (CONT'D)         Shall we?

They climb into the van-

INT./EXT. VAN ON RAINY STREETS - CONTINUOUS

The van pulls out into the rain-drenched streets. Arthur opens the mechanism case and hands out tubes-

COBB Shifting Fischer's antipathy from his father onto Browning should work.

EAMES We need the imagery, the words...

ARIADNE So you destroy his one positive relationship?

COBB No. We repair his relationship with his father and expose his godfather's true nature.

EAMES Hell, we should be charging Fischer as much as Saito. 97.

ARTHUR What about his security? It's going to get worse as we go deeper.

COBB We bring in Mr. Charles.

ARTHUR No.

EAMES Who's Mr. Charles?

ARTHUR A bad idea.

COBB Arthur, the second we approach Fischer in that hotel, they're         gonna mow us down-we run with Mr. Charles like on the Stein job.

EAMES So you've done it before?

ARTHUR Sure. But it didn't work. The subject realized he was dreaming and his subconscious tore us to         pieces.

Eames takes this in.

EAMES You learned a lot, though. Right?

COBB (to Eames) I'll need a decoy.

EAMES No problem. How about a pretty young lady I've used before?

COBB Fine-

Cobb looks back: a second S.U.V. pulls out, tailing them.

COBB (CONT'D)             (to Yusuf) I know you've got to stay ahead of         them, but drive with kid gloves, okay? The world down there is going to be very unstable- 98.

ARTHUR And don't make the jump too soon- that kick is our only way back, we         have to be ready to catch it-

YUSUF I'll use the music to let you know when it's coming, but the rest is         up to you.

Arthur puts the mechanism onto the front seat.

YUSUF (CONT'D)         Everyone ready?

Nods all round.

YUSUF (CONT'D)         Sweet dreams-

Yusuf hits a button and we-

CUT TO:

INT. HOTEL LOBBY BAR - SUNSET

Fischer nurses a drink. Staring at the ice cracking.

BLONDE (O.S.) Am I boring you?

Fischer looks up. A beautiful BLONDE is next to him.

BLONDE (CONT'D)         I was telling you my story. I guess it wasn't to your liking.

FISCHER I have a lot on my mind.

Fischer looks around the bar. There are several STERN-LOOKING CHARACTERS paying him too much attention.

INT. HOTEL LOBBY - CONTINUOUS

Arthur and Ariadne sit at a table across the lobby. They spot Cobb moving across the lobby towards Fischer.

ARTHUR And there goes Mr. Charles.

ARIADNE Who or what, exactly, is Mr. Charles? 99.

ARTHUR It's a gambit designed to turn Fischer against his own subconscious.

INT. HOTEL LOBBY BAR - CONTINUOUS

Cobb approaches the bar, watched closely by Fischer's Sub- security.

COBB Mr. Fishcer! Good to see you again. Rod Green, Marketing. (to Blonde) And you must be...

BLONDE Leaving.

She presses against Fischer as she slides off her stool and deposits a cocktail napkin in front of him.

BLONDE (CONT'D)         In case you get bored.

Cobb watches her walk away. The Sub-security FOLLOWS her.

COBB I think you just got blown off... unless her phone number really does have only six digits.

Fischer glances at the napkin: "528-491."

INT. HOTEL LOBBY - CONTINUOUS

Arthur watches the Sub-security follow the Blonde.

ARIADNE And why don't you approve?

ARTHUR Because it involves telling the mark that he's dreaming. Which involves attracting a lot of         attention to us.

ARIADNE Didn't Cobb say never to do that?

ARTHUR You must've noticed by now how much time Cobb spends doing things he         says never to do. 100.

INT. HOTEL LOBBY BAR - CONTINUOUS

Cobb turns to Fischer.

COBB Strange way to make friends. (off look) Lifting your wallet, I mean.

Fischer pats his pocket. Empty. He looks to the lobby where he sees the Sub-security trailing the Blonde.

FISCHER Goddamn it. The wallet alone's         worth-

COBB Five hundred bucks. I know. Don't         worry, my guys are on it.

FISCHER Who did you say you were?

Fischer looks at him, curious. Cobb plows on, confident-

COBB I said I was Rod Green from Marketing-but I'm not. My name is         Mr. Charles. I might seem familiar to you. I'm in charge of your security here.

INT. HOTEL LOBBY - CONTINUOUS

The Blonde hurries up to Saito, emerging from the elevator-

BLONDE Mr. Saito, can I have a minute?

She pushes him back into the elevator, closing the door as the Sub-security approaches...

INT. ELEVATOR - CONTINUOUS

The Blonde fondles Saito's lapels, getting close.

SAITO I'm sorry, but...

Saito glances over her shoulder to see, in the tunnel of infinite reflections created by the elevator's opposing mirrors, three reflections in, THE BLONDE IS EAMES. He winks.

SAITO (CONT'D)             (pushing him away) Very amusing, Mr. Eames. 101.

EAMES You look a bit perkier.

A SHUDDER ripples through the elevator.

SAITO Turbulence on the plane.

EAMES Feels closer. That's Yusuf's         driving.

And we-

CUT TO:

INT./EXT. VAN ON RAINY DOWNTOWN STREETS - DAY

Yusuf FIGHTS the wheel as the van CUTS DOWN AN ALLEY, BUMPING OVER POTHOLES and SMASHING TRASH CANS aside- THREE S.U.V.s IN FURIOUS PURSUIT. Yusuf looks in the rear view mirror, FRUSTRATED. He checks his WATCH, then checks the back: the SLEEPERS SHAKE with the impact and we-

CUT TO:

INT. HOTEL LOBBY BAR - NIGHT

As a TREMOR echoes through the bar Fischer looks at Cobb trying to place him.

FISCHER Security? You work for the hotel?

COBB No. My specialty is subconscious security.

FISCHER You're talking about dreams. You're         talking about extraction.

COBB Exactly. My job is to protect you...

Behind Fischer a WAITER puts down a tray- tipping a champagne glass over- SMASH- Cobb NOTICES. Pauses, looks across the bar- HIS TWO CHILDREN ARE CROUCHED, BACKS TOWARDS US...

Cobb looks around the bar, the patrons start to STARE at Cobb, suspicious- Cobb shifts back to Fischer- 102.

COBB (CONT'D)         My job is to protect you from any attempt to access your mind through your dreams.

Cobb regains his patter- the patrons lose interest...

INT. ELEVATOR - CONTINUOUS

Eames pulls out Fischer's wallet, moves to hand it to Saito, then PAUSES, opens it, leafs past the cast to find... The SNAPSHOT: young Robert holding his HOMEMADE PINWHEEL, his father blowing on it. The elevator doors open and Eames steps off. HANDS Saito the wallet.

EAMES Get off at a different floor and keep moving. Dump the wallet, then meet me in the lobby. The security will try to track it down. We need to buy Cobb a little more time.

The doors close. Saito puts the wallet in his pocket. He COUGHS- a deep, nasty cough.

INT. HOTEL LOBBY BAR - CONTINUOUS

Cobb looks over Fischer's shoulder to see a SUITED MAN watching him. Another MAN is walking in from the lobby.

COBB You're not safe here.

Cobb steps away from the bar. Fischer does not move.

COBB (CONT'D)         Trust me. They're coming for you.

Fischer sizes him up, A CLAP OF THUNDER ECHOES, and we-

CUT TO:

INT./EXT. VAN ON RAINY DOWNTOWN STREETS - DAY

GUNSHOTS BLAST out the rear and side windows of the van- a Security Man is leaning out of the lead S.U.V. With a SHOTGUN-

WIND AND RAIN RIP THROUGH THE VAN- in the back, ARTHUR'S SLEEPING FACE IS WHIPPED BY THE SPRAY, AND WE-

CUT TO:

INT. HOTEL LOBBY BAR - SUNSET

Fischer looks out the windows at sudden, HURRICANE-LIKE RAIN- 103.

COBB Strange weather, huh?

A TREMOR runs through the bar- Cobb looks around-

COBB (CONT'D)         You feel that?

INT. HOTEL LOBBY - CONTINUOUS

Ariadne and Arthur watch the GUSTS OF WIND RATTLE the windows. Arthur sees HOTEL GUESTS staring out at the weather, PUZZLED. Several of them TURN TO LOOK DIRECTLY AT ARTHUR.

ARIADNE What's happening?

ARTHUR Cobb's drawing Fischer's attention to the strangeness of the dream. That's making his subconscious look for the dreamer. For me.

And we-

CUT TO:

INT./EXT. VAN ON RAINY STREETS - DAY

At the end of the alley-  Yusuf THROWS the van into a HARD RIGHT TURN- we move into  EXTREME SLOW MOTION... THE SLEEPERS IN THE BACK ARE DRAWN TO  ONE SIDE OF THE VAN BY THE CENTRIFUGAL FORCE... and  we-

CUT TO:

INT. HOTEL LOBBY BAR - CONTINUOUS

The liquid in Fischer's drink RISES UP AGAINST ONE SIDE OF THE GLASS- Fischer notices, confused.

COBB Very odd-the weather, the gravity...

Fischer looks around the bar- it's as if THE ENTIRE ROOM IS SET AT A 45-DEGREE ANGLE- glasses SLIDING off tables...

COBB (CONT'D)         But I can explain all this. You've         actually been trained for this. (Fischer nods) Think of the strangeness of the weather, the shifts in gravity. None of this is real... (MORE) 104.                   COBB (CONT'D)              (beat) We're in a dream.

Fischer looks at the room around them. Back to Cobb. All through the bar, patrons turn to look at Cobb IN UNISON.

COBB (CONT'D)         The simplest test of what I'm          saying is for you to try and remember anything about the way you arrived in this hotel... okay?

Fischer stares at Cobb, trying to process this. All around them, people STARE at Cobb. Several get up as if to approach.

COBB (CONT'D)         Breathe. Remember the training. Accept the fact that we're in a         dream. That's why I'm here protecting you.

As Fischer considers this we-

CUT TO:

INT./EXT. VAN ON RAINY STREETS - DAY

Yusuf STRAIGHTENS UP the van, RACING down the street, swerving through traffic and we-

CUT TO:

INT. HOTEL LOBBY BAR - EVENING

The building gradually EASES BACK INTO ALIGNMENT-

FISCHER So you... you're not real?

The bar patrons start to ignore Cobb again.

COBB No. I'm a projection of your subconscious. I was put in place to         protect you in the event that extractors pulled you into a dream. I believe that's what has happened.

Fischer takes this in. Then looks at the Security Men approaching across the crooked floor, he nods at Cobb- 105.

INT. HOTEL LOBBY - EVENING

Cobb escorts Fischer across the lobby. As he does so, he walks past the two CHILDREN, backs to us- Cobb ignores them- The two Sub-security fall in behind. Cobb hurries Fischer up the stairs- then PUSHES him into-

INT. HOTEL LOBBY BATHROOM - CONTINUOUS

Fischer stumbles in- turns to Cobb, angry-

FISCHER Hey-

Cobb reaches into his jacket- the First Man BURSTS in- Cobb KICKS him to the ground- DRAWS his gun as the SECOND MAN comes through the door, moving towards Fischer-

BLAM! Cobb BLASTS the Second Man in the back- TURNS and SHOOTS the First Man.

FISCHER (CONT'D)         Jesus Christ! What are you doing?!

Cobb turns to Fischer, calm. Convincing.

COBB Look at the gun in his hand.

Fischer looks: the Second Man was holding a pistol. Cobb opens the First Man's jacket to show Fischer his holster and sidearm.

COBB (CONT'D)         These men were sent to abduct you.

Cobb pulls out the gun and HANDS it to Fischer.

COBB (CONT'D)         If I'm going to help you, I need you to be calm.

Fischer remembers something.

FISCHER If this is a dream, I have to kill myself and wake up-

Fischer raises the gun towards his head-

COBB I wouldn't do that-they've probably got you sedated. If you pull that trigger, you might not wake up, you might drop into a lower dream state. (MORE) 106.                   COBB (CONT'D)          Mr. Fischer, you know all this, you just have to remember it...

Fischer lowers his gun.

INT. HOTEL CORRIDOR - CONTINUOUS

Saito walks down the corridor, followed by a Security Man. Saito DUCKS around the corner, moves to a GARBAGE CHUTE and DROPS Fischer's WALLET into it. He SLIPS into the stairwell as the Security Man comes abreast of the chute and pauses.

INT. HOTEL CORRIDOR - CONTINUOUS

Arthur leads Ariadne to a particular room: 491.

INT. ROOM 491 - CONTINUOUS

Arthur leads Ariadne in. He opens the closet, opens the room safe, pulls our FOUR BRICKS OF PLASTIC EXPLOSIVE.

ARTHUR So, if everything's correct, this room should be directly below 528.

INT. HOTEL LOBBY BATHROOM - CONTINUOUS

Cobb looks reassuringly at Fischer.

COBB What do you remember from before this dream?

FISCHER (thinking) Rain... gunfire... Uncle Peter. (looks up) Christ-we've been kidnapped.

COBB Where were they holding you?

FISCHER They had us... in the back of a         van...

COBB Your body's bouncing around in the back of a van right now-that explains the gravity shifts.

FISCHER It was... to do with a safe... Christ, why's it so hard to         remember? 107.

COBB It's like trying to remember a         dream after you've woken up. It         takes years of practice to do it          easily. So, you and Browning have been pulled into this dream so they can steal something from your mind. What?

FISCHER They wanted a combination to a         safe... they demanded the first numbers to pop into my head.

COBB That's them extracting a locator.

FISCHER A locator?

COBB A number from your own subconscious. It can be used any number of ways... (thinking) This is a hotel. Room numbers. What was the number you gave them?

FISCHER 5, 2... something... it was a long number. 528... 528, 4 something.

COBB (opens phone) Well, we know where to start. (into phone) Fifth floor.

INT. ROOM 491 - CONTINUOUS

Arthur hangs up the phone. He is standing on a chair, attaching the explosives to the ceiling.

ARIADNE Do you use a timer?

ARTHUR No, I have to judge it myself. Once you're all asleep up in room 528, I         wait `til Yusuf starts his kick...

ARIADNE How will you know? 108.

ARTHUR His music warns me it's coming, then the van hitting the barrier of         the bridge should be unmistakable- that's when I blow the floor out from underneath us and we get a         nice synchronized kick. Too soon, and we won't get pulled out; too late and I won't be able to drop us.

ARIADNE Why not?

ARTHUR The van will be in free fall. I         can't drop us with no gravity.

Arthur finishes setting the charges.

INT. HOTEL LOBBY - CONTINUOUS

Saito moves through the lobby. Browning is coming in the other direction. Saito assumes him to be Eames.

SAITO I see you've changed.

BROWNING I'm sorry?

Eames comes up behind Browning, catching Saito's eye.

SAITO I'm... I mistook you for a friend.

BROWNING Good-looking fellow, I'm sure.

Browning moves off. Saito approaches Eames.

EAMES That's Fischer's projection of         Browning. We'll keep an eye on how he behaves-

SAITO Why?

EAMES How he acts will tell us if         Fischer's starting to suspect his motives the way we want him to. 109.

INT. HOTEL CORRIDOR, FIFTH FLOOR - MOMENTS LATER

Cobb leads Fischer around a corner. Arthur and Ariadne are waiting in the corridor.

COBB They work for me.

Fischer starts looking at room numbers. Stops at 528. Cobb draws his gun, steps back from the door and KICKS it open.

INT. ROOM 528 - CONTINUOUS

Cobb JUMPS into the room, gun up. The room is empty. Arthur and Ariadne search the room. Saito and Eames arrive. Eames shuts the door. Arthur FINDS something-

ARTHUR Mr. Charles!

Arthur holds up a MECHANISM CASE. Cobb shows it to Fischer.

COBB You know what this is?

Fischer's eyes roam over the dials and plungers.

FISCHER I think so. But I don't understand.

COBB They were going to put you under.

FISCHER I'm already under.

COBB Under again.

FISCHER A dream within a dream?

ARTHUR Shhhh!

Arthur is at the door. Someone is there. A key goes into the lock- the door starts to open- Arthur REACHES OVER and GRABS the person entering, THROWS THEM TO THE FLOOR- puts his gun in their face. IT IS BROWNING.

Fischer stares, disbelieving, at his own godfather.

FISCHER Uncle Peter. What's going on?

Cobb pulls the key from Browning's hand: ROOM 528. 110.

COBB You said you were kidnapped together?

FISCHER Not exactly, they already had him. They'd been torturing him...

COBB You saw them torture him?

Fischer shakes his head. Looks at Browning. Thinking.

FISCHER The kidnappers are working for you.

BROWNING No, Robert-

FISCHER You're trying to get that safe open. To get the alternate will.

Browning looks up at Fischer.

BROWNING Fischer Morrow's been my entire life. I can't let you destroy it.

FISCHER I'm not going to throw away my         inheritance. Why would I?

BROWNING I couldn't take the chance of you rising to your father's final taunt.

FISCHER What taunt?

BROWNING That will. I'm sorry, Robert, but it's his final insult. A challenge to build something for yourself. He's telling you that you aren't         worthy of his achievements.

Fischer takes this in. Devastated.

FISCHER That he was "disappointed?" 111.

BROWNING I'm so sorry. But he was wrong. You'll make his company even greater than he ever could.

COBB Your godfather's lying, Robert.

Fischer turns to Cobb.

FISCHER How do you know?

COBB It's what I do. He's hiding something.

Cobb looks at Browning.

COBB Let's find out what.

Cobb nods at Arthur, who starts unpacking the mechanism. Browning watches. Silent.

COBB Let's do to him what he was going to do to you.

Cobb rolls up his sleeve. Nods at Fischer to do the same.

COBB We'll penetrate his subconscious and find out what he doesn't want you to know.

Fischer looks Cobb in the eye. Decides- rolls up his sleeve, offering his bare arm. The team run tubes to each other- Arthur injects Fischer, whose head slumps.

ARTHUR He's out.

ARIADNE Wait, Cobb-I'm lost. Whose subconscious are we going into?

COBB Fischer's. I told him it was Browning's so he'd come with us as         part of our team.

ARTHUR (impressed) He's going to help us break into his own subconscious. 112.

COBB That's the idea. He'll think that his security is Browning's and fight them to learn the truth about his father.

Arthur hits buttons on the mechanism. The team goes out one by one. Cobb is last.

COBB Fischer's subconscious is going to         run you down hard.

ARTHUR I'll lead them on a merry chase.

COBB Be back in time for the kick.

ARTHUR I'm on it.

Cobb is no longer listening- he stares at the net curtains, BILLOWING like those in Mal's suite- a GLIMPSE of someone (Mal?) As the screen goes WHITE, and we are-

EXT. SNOW-COVERED MOUNTAINS - DAY

CLOSE ON Cobb's face, staring. Fixed.

ARIADNE (O.S.) Cobb? Cobb?

Ariadne is beside him. They stand on a cliff, dressed in white snowsuits, carrying white-painted weapons like WWII commandos. Cobb checks his SNIPER RIFLE, examines their objective: a massive FORTIFIED MEDICAL FACILITY a mile below.

ARIADNE What's down there?

COBB Hopefully, the truth we want Fischer to learn.

ARIADNE I meant what's down there for you?

Cobb turns to her. Eames, Saito and Fischer arrive, SKIING down from the hill above. Cobb pulls Eames out of Fischer's earshot.

COBB You're the dreamer. I need you to         draw the security away from the complex. 113.

EAMES Then who guides Fischer in? You?

COBB If I know the route... we could be         compromised.

Eames looks as Cobb, uneasy. Ariadne comes over.

ARIADNE I designed the place.

COBB No. You're with me.

SAITO (O.S.) I could do it.

They turn to Saito. Saito shrugs at Eames. Eames smiles.

COBB Eames, brief Saito on the route into the complex. What we're         looking for is going to be in the most heavily fortified section. That north tower.

Cobb moves to Fischer. Saito COUGHS. SPITS. Eames sees BLOOD on the snow. Looks at Saito.

COBB Mr. Fischer, you're going in with Mr. Saito.

FISCHER You're not coming in?

COBB You have to do this on your own. You have to get in there, break into your godfather's mind and find out the truth about your father.

Cobb taps Fischer's radio mike.

COBB Keep this live at all times. I'll         be listening in, covering you. (holds up the sniper              rifle) The windows on the upper floors are big enough that I can cover you from that south tower. 114.

Cobb slips into his skis, shoulders his rifle.

CUT TO:

INT. ROOM 528 - NIGHT

Arthur checks the mechanism. He hears LOW BOOMS like thunder. He checks his watch- THE SECOND HAND CRAWLS FORWARDS. With a last look at the sleepers, he heads out into the corridor...

INT./EXT. VAN ON RAINY DOWNTOWN STREETS - DAY

A GUNSHOT slams into the van as Yusuf DRIVES- he glances back to see a MOTORCYCLE pulling up behind him, the REAR PASSENGER FIRING A SHOTGUN- the bike pulls alongside Yusuf's window as the passenger RELOADS- Yusuf YANKS the wheel TOWARDS the bike, bringing the shotgun barrel into the cab so he can GRAB it, spin the wheel back- PULLING the passenger from the back of the bike... Yusuf turns a corner, heading into a disused MARKET-

INT. HOTEL CORRIDOR - CONTINUOUS

Arthur walks towards the elevator. It OPENS- a SECURITY MAN emerges, heading right for him. Arthur takes a TURN, speeding up. The BOOMS are louder, and we-

CUT TO:

INT./EXT. VAN ON RAINY DOWNTOWN STREETS - DAY

The bike crosses behind the van, catching up again as the driver pulls a handgun and starts BLASTING. Up ahead, an S.U.V. sits in a side road, lining up to head off the van- the SECURITY MAN driving the S.U.V. guns it, as the bike creeps up on the other side of the van- Yusuf HITS THE BRAKES, forcing the bike out into the path of the S.U.V., tossing the rider like a rag doll-

Heading out of the market, the van races onto a FREEWAY ON RAMP, approaching the BRIDGE. An S.U.V. SMASHES into the van's side, FORCING it up against a CRASH BARRIER... the van starts to SLOWLY TILT OVER THE BARRIER as the S.U.V. PUSHES-

CUT TO:

INT. HOTEL CORRIDOR - NIGHT

As Arthur hurries down the corridor, the corridor starts to TILT, and Arthur is forced to run UP ONTO THE WALL- he rounds a corner- STRAIGHT INTO another Security Man- Arthur HEAD BUTTS him and they STRUGGLE- as they struggle, the corridor SPINS around, THROWING THEM UP ONTO THE WALLS, THE CEILING- as wall becomes floor they DROP through a door into- 115.

INT. HOTEL ROOM - CONTINUOUS

The fight continues all over the spinning room- and we-

CUT TO:

INT./EXT. VAN ON RAINY OFF RAMP NEAR BRIDGE - DAY

SLEEPING ARTHUR BOUNCES around as the van TILTS, SCRAPING along the barrier- the van CLEARS THE END OF THE BARRIER AND ROLLS DOWN THE EMBANKMENT, and we-

CUT TO:

INT. HOTEL ROOM - NIGHT

Arthur and the Security Man DROP to the floor, Arthur on top. Arthur gets up- heads to the stairwell.

INT./EXT. VAN ON RAINY STREETS NEAR BRIDGE - DAY

The van SETTLES with a thump. Yusuf BREATHES hard. Then SMILES as he realizes he is in one piece. A RINGING BELL up ahead makes him look up to the bridge, where the barriers are starting to come down. Yusuf checks his watch-

YUSUF Bugger.

Yusuf hits the gas, heading for the bridge. An S.U.V. lines up behind him, trying to catch up before the van crosses the barrier onto the bridge-

The van JUST MAKES IT- the S.U.V. behind RIPS its read axle off, SCRAPING to a halt on the rising section. The Security Man inside starts FIRING on the van...

INT. HOTEL STAIRWELL - CONTINUOUS

Arthur RACES down the steps- OPENS the door to the fourth floor- spots SECURITY MEN outside room 491.

ARTHUR Hey!

They TURN- he DARTS back into the stairwell- RACES down the stairs- the Security Men follow- they start SHOOTING, and we-

CUT TO:

EXT. SNOW-COVERED MOUNTAINS - DAY

Eames SKIS down within sight of the hospital complex. He reaches into his pack and lets off a FLARE. 116.

EXT. HOSPITAL COMPLEX - CONTINUOUS

Security Men on the ramparts spot the flare and send PATROLS out on skis and SNOWMOBILES to investigate.

EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS

Eames watches them close in, then launches himself down the mountain, STREAKING across the icy slope, and we-

CUT TO:

INT./EXT. VAN ON RAINY RISING BRIDGE - DAY

Yusuf PULLS FORWARD, looking over his shoulder to line up a BACKWARDS RUN at the edge. He DUCKS as vicious FIRE from the S.U.V. HAMMERS the vehicle. He looks at his watch. The SECOND HAND TICKING SLOWLY...

YUSUF Sod it. I hope your ready.

He grabs an MP3 player and reaches into the back to place HEADPHONES on sleeping Arthur's head. As he does so, he notices Saito's bandage BLEEDING THROUGH. Yusuf hits PLAY- Edith Piaf's "Non, je ne regrette rien" starts up and we-

CUT TO:

INT. HOTEL STAIRWELL - NIGHT

Arthur STOPS, hearing something- MASSIVE LOW-END MUSICAL TONES- he looks up PANICKED-

ARTHUR No, Yusuf. Too soon!

SHOTS slam into the stairs around him and we-

CUT TO:

EXT. SNOW-COVERED MOUNTAINS - DAY

Cobb and Ariadne make their way down towards the complex.

EAMES (OVER RADIO) Cobb? Are you hearing that?

Cobb listens. The wind sounds unusually LOW.

EXT. FOREST, SNOW-COVERED MOUNTAINS - CONTINUOUS

Eames is hidden at the base of some trees, whispering as a patrol passes beneath his position. 117.

EAMES I noticed it twenty minutes ago-at first I thought it was just wind...

EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS

Cobb is listening intently. The "wind" changes pitch.

COBB No, it's music. Dammit.

EAMES (OVER RADIO) What do we do?

COBB We move fast. Saito, did you copy?

EXT. MOUNTAINS, THE OTHER SIDE OF THE COMPLEX - CONTINUOUS

Saito and Fischer CLIMB down a CLIFF FACE above the complex-

SAITO We're going as fast as we can.

EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS

Ariadne looks at Cobb, concerned.

ARIADNE How long do we have?

COBB Yusuf's about ten seconds from the jump, which gives Arthur about three minutes, which gives us about-

ARIADNE Sixty minutes.

COBB The route you gave them, can they do it in under an hour?

ARIADNE I don't think so. They've still got to climb down to the middle terrace.

COBB They need a new route-a direct route.

ARIADNE The building's designed as a         labyrinth. 118.

COBB There must be access routes that cut through the maze. (into radio) Eames?

EXT. FOREST, SNOW-COVERED MOUNTAINS - CONTINUOUS

Eames cannot answer- he SLALOMS through the forest, Sub- security in hot pursuit, bullets smashing into the trunks...

EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS

Cobb turns to Ariadne.

COBB Did Eames add any features?

ARIADNE Yes.

COBB What did he add?

Ariadne looks at Cobb.

ARIADNE I shouldn't tell you. If Mal-

COBB There's no time-what did he add?

ARIADNE Utility closets, trap doors...

COBB What about service features? Did he         add any large pipes or-

ARIADNE Ducts. He added an air duct system- it doesn't follow the maze. They can use it to go straight from the outer walls to the upper tower.

COBB Explain it to them.

ARIADNE (into radio) Saito?

EXT. CLIFF FACE BEHIND COMPLEX - CONTINUOUS

Saito is using a hammer to tap in a belay. 119.

SAITO Go ahead.

And we-

CUT TO:

INT./EXT. VAN ON RAINY RAISED BRIDGE - DAY

Yusuf looks at the Security Man in the S.U.V., gives him the finger and hits the GAS- RACING BACKWARDS at the barrier... and we-

CUT TO:

INT. HOTEL STAIRWAY - NIGHT

Arthur RUNS UP the stairs, gun in hand- rounds a corner and- IMPOSSIBLY- arrives behind the Security Man, who looks at him, CONFUSED, then looks down to realize he is now at the edge of a dangerous drop- Arthur shrugs.

ARTHUR Paradox.

Arthur PUSHES him over the edge- he falls- Arthur races up to the fourth floor- throws open the door- and we-

CUT TO:

INT./EXT. VAN ON RAINY RAISED BRIDGE - DAY

In SLOW MOTION- the van SMASHES THROUGH THE CONCRETE BARRIER- and we-

CUT TO:

INT. HOTEL CORRIDOR - NIGHT

Arthur is SPRINTING down the corridor when a TREMENDOUS CRASH sends him FLYING into the air- and we-

CUT TO:

EXT. SNOW-COVERED MOUNTAINS - DAY

A MASSIVE RUMBLE prompts Cobb to look across the valley-

EXT. FOREST, SNOW-COVERED MOUNTAINS - CONTINUOUS

Eames shoots out of the trees, then FALLS to the snow as he sees a great CRACKING up ahead- the SLOPE IS FALLING AWAY IN AN AVALANCHE- 120.

EXT. CLIFF FACE BEHIND COMPLEX - CONTINUOUS

Saito hears the RUMBLE above them. He looks down, Fischer is below, near the bottom of the sheer face-

SAITO Look out!

Saito CUTS the rope- they FALL- HIT the icy face and SLIDE down the slope, clearing the path of the avalanche- and we-

CUT TO:

INT./EXT. VAN - DAY

In EXTREME SLOW MOTION, the van emerges from the concrete balustrade and starts FALLING- and we-

CUT TO:

INT. HOTEL CORRIDOR - NIGHT

Arthur is still FLYING through the corridor, NOT LANDING- GRAVITY HAS DISAPPEARED... he scrambles for a handhold, GRABBING a sconce- and we-

CUT TO:

EXT. SNOW-COVERED MOUNTAINS - DAY

Cobb watches the avalanche cloud slide past the complex.

ARIADNE What was that?

COBB The kick.

EAMES (OVER RADIO) Cobb? Did we miss it?

COBB Yeah, we missed it.

EXT. FOREST, SNOW-COVERED MOUNTAINS - CONTINUOUS

Eames is lying on the snow.

EAMES What the hell do we do now?

COBB (OVER RADIO) Finish the job before the next kick. 121.

EAMES What next kick?

EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS

Cobb looks at Ariadne as he talks into the radio.

COBB When the van hits the water. I         figure Arthur's got a couple minutes and we've got about twenty.

Cobb and Ariadne MOVE towards the base of the complex.

EXT. HOSPITAL COMPLEX - CONTINUOUS

Saito and Fischer RUN around the base of the building. They find a large EXHAUST PORT. Lay a charge on the GRILL. They blow the charge. Climb into the open vent.

INT./EXT. VAN - DAY

In EXTREME SLOW MOTION, the van seems SUSPENDED IN MID-AIR TEN STORIES ABOVE THE RIVER... and we-

CUT TO:

INT. HOTEL CORRIDOR - NIGHT

In ZERO GRAVITY, Arthur pulls himself to the door of 491, opens it. He looks at the charges planted on the ceiling.

ARTHUR How the hell do I drop you?

He PULLS the charges from the ceiling. Hurrying. And we-

CUT TO:

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

Saito and Fischer hurry through the duct system. Saito is falling behind, coughing up blood.

EXT. UPPER TERRACE, HOSPITAL COMPLEX - CONTINUOUS

Cobb GRABS a Security Guard from behind, strangling him unconscious. He beckons to Ariadne, covering her as she runs towards him. They enter the base of the south tower.

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX - CONTINUOUS

A guard is manning the tower. Cobb and Ariadne enter- Cobb SHOOTS the guard and moves to the window. 122.

ARIADNE (she points) That's the antechamber outside the strongroom.

Cobb looks at the large windows of the antechamber.

COBB What about the strongroom? Doesn't         it have any windows?

ARIADNE Wouldn't be very strong if it did. (off look) Look, if you wanted to design it         yourself-

COBB It's fine. Better hope that we like what Fischer finds in there.

Cobb sets up his sniper rifle. Through the scope he can see three guards on the balcony outside the chamber. Three more inside. Cobb casually picks them off with his rifle. Ariadne watches through binoculars, appalled.

ARIADNE These projections, they're part of         his subconscious?

COBB Yeah.

ARIADNE Are you destroying those parts of         his mind?

COBB No, of course not. They're just projections.

EAMES (OVER RADIO) Cobb? Something's wrong?

EXT. FOREST, SNOW-COVERED MOUNTAINS - CONTINUOUS

Eames is watching the patrols HEAD BACK towards the complex.

EAMES They're heading your way. Like they know something.

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX - CONTINUOUS

Cobb hears this. Concerned. 123.

COBB Buy us some time.

EAMES (OVER RADIO) On my way.

EXT. FOREST, SNOW-COVERED MOUNTAINS - CONTINUOUS

Eames TAKES OFF towards the base of the complex. And we=

CUT TO:

INT. ROOM 528 - NIGHT

Arthur FLOATS into the room. The SLEEPERS are floating, loosely connected by their tubes. Arthur looks at them, MIND RACING. He PULLS Cobb towards Eames, and we-

CUT TO:

INT. DUCT SYSTEM, HOSPITAL COMPLEX - DAY

Saito and Fischer approach the grate covering the exit to the anteroom. Saito SLUMPS to the floor of the duct, pulls out his radio. Fischer looks at him- he is PALE, SHIVERING. Fischer takes the radio, WHISPERS into it.

FISCHER (into radio) We're here. Are we clear to         proceed?

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEC - CONTINUOUS

Cobb SCANS the anteroom through the scope-it looks clear.

COBB You're clear, but hurry-there's an         army headed your way...

Ariadne watches the patrols approaching the complex...

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

The SQUELCH from the radio is too loud- Fischer GRABS it and turns the volume to zero as he starts to remove the grate...

EXT. BASE OF THE HOPISTAL COMPLEX - CONTINUOUS

Eames is setting MINES along the LOWEST WALL of the structure. He moves carefully-there is a SHEER DROP below the wall...                                                      124.

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX - CONTINUOUS

Cobb SPOTS something through his scope. Something above the main windows, glimpsed through the side of the skylight.

COBB Shit. There's someone else in         there.

Cobb prepares to fire. Ariadne GRABS the radio-

ARIADNE Fischer, stop! It's a trap!-

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

Fischer does not see the flashing light on his radio as he carefully lifts the grate. He motions for Saito to stay...

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX - CONTINUOUS

Cobb TENSES to fire.

COBB Come on... a little lower... a         little-

COBB FREEZES- IT IS MAL IN HIS SIGHTS. Ariadne puts up her binoculars. Spots Mal. Fischer is climbing out of the vent...

ARIADNE Cobb, that's not really her-

Cobb turns to her-

COBB How can you know that?

INT. ANTECHAMBER - CONTINUOUS

Fischer moves into the antechamber, cautious-

FISCHER I'm in.

Fischer turns up the volume-

ARIADNE (OVER RADIO) Fischer, look out!-

Mal DROPS gracefully to the floor behind him-

MAL Hello. 125.

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX - CONTINUOUS

Cobb looks at Ariadne-

ARIADNE Cobb, she's just a projection. Fischer... he's real.

Cobb thinks. Nods, TURNS back to the scope- too late- MAL SHOOTS FISCHER- Cobb reflexively pulls the trigger- Mal GOES DOWN- Cobb steps back from the scope, STUNNED.

ARIADNE Eames? Get to the anteroom now!

They run for the door.

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

Saito STARTS as he hears the shot. He starts edging forwards, clutching his belly. And we-

CUT TO:

INT. ROOM 528 - NIGHT

The sleepers are floating in a rough stack, top-and-tailed. Arthur pulls the bedding from the bed and uses the sheet to bind the sleepers together. And we-

CUT TO:

INT./EXT. VAN - DAY

In EXTREME SLOW MOTION, the van CREEPS DOWNWARDS, still high above the river... and we-

CUT TO:

INT. HOTEL CORRIDOR - NIGHT

Arthur PUSHES the floating stack of sleepers to the elevator. He hits the button- the doors open- he pushes them in- GRABS the charges- climbs through the hatch in the ceiling and we-

CUT TO:

INT. DUCT SYSTEM, HOSPITAL COMPLEX - DAY

Eames steps over Saito, who looks up at him with DYING eyes-

INT. ANTECHAMBER, HOSPITAL CORRIDOR - DAY

Eames jumps out of the vent to find Cobb and Ariadne standing over the bodies of Fischer and Mal. 126.

EAMES What happened?

ARIADNE Mal killed Fischer-

COBB I wouldn't shoot her.

Eames grabs a defibrillator from the wall and pulls Fischer's jacket open-

COBB It won't do any good-

Eames SHOCKS Fischer's chest...

COBB Even if you could revive his body, his mind's trapped down there. It's         over.

Eames listens for a pulse. Looks up at Cobb.

EAMES So that it, then? We failed.

COBB I'm sorry.

EAMES It's you who doesn't get back to         your family.

Eames looks down at Fischer. Then over to the double doors.

EAMES I wanted to know what was going to         happen in there. I think we had this one.

ARIADNE There's still a way: We follow Fischer down-

They look at her.

EAMES We're almost out of time-

ARIADNE Down there they'll be enough time. We'll find him-soon as you hear Arthur's music start, you use the defibrillator to revive him-we give him his own early kick from below. (MORE) 127.                   ARIADNE (CONT'D)          Get him in there- (points to doors) Then, as the music ends you blow the hospital and we all ride the kick back up through the layers.

Eames looks at her, then to Cobb.

EAMES Okay, Saito can hold them off while I plant the rest of the charges.

COBB Saito's not going to last, Eames.

ARIADNE We have to try!

EAMES Go for it, but I'm taking the kick whether you're back or not...

Eames pulls the mechanism from his pack. Offers it to Ariadne. Cobb watches. Silent. Ariadne pulls out the tubes-

ARIADNE Can I trust you to do what's         needed? Mal's down there-

COBB And I can find her. She'll have Fischer.

ARIADNE How do you know?

COBB She wants me to come after him. She wants me back down there with her.

Cobb rolls up his sleeve. Ariadne rolls up her own sleeve. Eames NODS. Cobb and Ariadne lie down. Eames hits the button- WATER. BUBBLES. DROWNING. And we are-

EXT. COAST (LIMBO) - DAY

Ariadne lies in the SURF, STARING up at a CLOUDLESS SKY. A tremendous BOOM prompts her to look around her- URBAN BUILDINGS PILED right down to the water. The buildings are DECAYING, falling into the ocean like a GLACIER calving. Cobb WADES towards her through the shallow water. Ariadne looks up at the crumbling city around them.

ARIADNE This is your world? 128.

COBB It was. And this is where she'll         be.

And we-

CUT TO:

INT. ELEVATOR SHAFT - DAY

Arthur floats on top of the elevator, planting small charges on the EMERGENCY BRAKES and CABLE. He sets them, GRABS the other explosives, then PUSHES AWAY, shooting up the shaft. As he hits the DETONATOR, BLASTING the braking and safety systems of the elevator, we move into SLOW MOTION, the fireballs FLAMING OUT in graceful licks and we-

DISSOLVE TO:

INT. ANTECHAMBER - DAY

Eames RACES around, full speed- getting the defibrillator paddles- laying them by Fischer's body- he runs into the duct- pulls Saito up to a seated position and hands him a handgun.

EAMES Come on, Saito. I need you to cover Fischer while I plant the charges.

Saito nods weakly, tries to hold the gun. Eames moves to the window- pulls his machine gun off- checks its load. Ready. He watches the security patrols climb up the outer walls... Eames lays down a HAIL of covering fire- then heads outside-

EXT. HOSPITAL COMPLEX - CONTINUOUS

Eames races along the upper terrace dodging fire- BULLETS SHATTER a window behind him and we move into SLOW MOTION, the glass CASCADING GENTLY and we-

DISSOLVE TO:

EXT. COAST (LIMBO)- DAY

Cobb and Ariadne climb out of the waves, full speed. They move into the shadow of the tall, crumbling buildings. The streets are eerily DESERTED. As they move further in, the buildings become NEWER, different. Ariadne marvels at the extraordinary collection of buildings- every architectural style imaginable in waves of FAILED UTOPIAS.

ARIADNE You built all this?

COBB We both did. 129.

ARIADNE It's incredible.

COBB We built for years. Then, when that got stale, we started in on the memories.

A child's SHOUT echoes through the deserted canyons, prompting Cobb to look down a side street: a LITTLE BLONDE BOY crouched, his back to us. A LITTLE BLONDE GIRL joins the boy, and, as Cobb turns down the street, they run off.

Cobb and Ariadne emerge into a peculiar SQUARE lined with an eclectic mix of buildings, from APARTMENT BLOCKS to HOUSES.

COBB This is our neighborhood.

ARIADNE (confused) From what city?

COBB No. Our neighborhood. (pointing) That was our first apartment...         then we moved to that building... we got that small house when Mal became pregnant.

ARIADNE You reconstructed them all from memory?

COBB We had time.

Cobb pauses in front of a French country house. Staring.

ARIADNE What's that?

COBB The house Mal grew up in.

ARIADNE Will she be in there?

COBB No. Come on-

Cobb leads Ariadne to the entrance of a glass skyscraper. 130.

INT. SKYSCRAPER LOBBY (LIMBO) - CONTINUOUS

Cobb leads Ariadne across the gleaming lobby to the elevators.

COBB We both wanted a house, but we both loved skyscrapers. In the real world we had to choose. Not here.

INT. SKYSCRAPER ELEVATOR (LIMBO) - CONTINUOUS

Cobb pulls out his handgun, and a ziplock bag full of bullets.

ARIADNE How do we send Fischer back?

COBB We need some kind of kick.

ARIADNE What?

COBB I'll improvise.

Cobb COCKS his weapon, and the ELEVATOR STOPS. The doors open. Ariadne moves to exit, Cobb stops her.

COBB There's something you have to         understand about me. About inception. You see, an idea is like a virus...

Cobb leads her out of the lift...

INT. PENTHOUSE (LIMBO) - CONTINUOUS

Cobb and Ariadne step off the lift and into the incongruous interior of a craftsman house. They cautiously move down the corridor towards the back of the house...

COBB Resilient... (turns to Ariadne) Highly contagious, and an idea can grow. The smallest seed of an idea can grow to define or destroy your world...

Cobb is staring into the kitchen. Mal is sitting at the table, back to them, staring out at the porch- the TOWERS of Limbo stretching off behind it. 131.

MAL The smallest idea, such as... "Your         world is not real."

Cobb hands Ariadne his gun and moves towards Mal.

MAL A simple little thought that changes everything...

Ariadne watches as Cobb sits down beside Mal. And we-

CUT TO:

INT. ELEVATOR SHAFT - NIGHT

Arthur FLIES back down the shaft to the top of the elevator, SQUEEZES past the car to the bottom and starts to set the MAIN CHARGES ACROSS THE BOTTOM OF THE CAR, and we-

CUT TO:

INT. PENTHOUSE (LIMBO) - DAY

Cobb touches Mal's arm- she TURNS, angry. It is only now that we see that she holds a CARVING KNIFE. Mal looks at Ariadne.

MAL So certain of your world. Of what's         real. Do you think he is- (points at Cobb) Or do you think he's as lost as I         was?

COBB I know what's real.

MAL What are the distinguishing characteristics of a dream? Mutable laws of physics? Tell that to the quantum physicists. Reappearance of         the dead? What about heaven and hell? Persecution of the dreamer, the creator, the messiah? They crucified Christ, didn't they?

COBB I know what's real.

MAL No creeping doubts? Not feeling persecuted, Dom? Chased around the globe by anonymous corporations and police forces? The way the projections persecute the dreamer? 132.

Mal puts her hand on his face. Pitying.

MAL Admit it, Dom. You don't believe in         one reality anymore. So choose. Choose your reality like I did. Choose to be here. Choose me.

COBB (rising anger) I have chosen, Mal. Our children. I         have to get back to them. Because you left them. You left us.

MAL You're wrong, Dom. You're confused... our children are here-

A child's SHOUT draws Cobb- James CROUCHES on the porch, back to us. Philippa joins him, also turned away. Cobb watches, moved. Mal leans in close.

MAL (whispers) And you'd like to see their faces again, wouldn't you, Dom?

COBB Our real children are waiting for me up above.

And we-

CUT TO:

INT. ELEVATOR - NIGHT

Arthur scrambles to arrange the sleepers on the floor of the car- as his hand comes away from Saito, he sees BLOOD on it. He looks at Saito's belly- the blood is coming through his shirt. Arthur sticks headphones on sleeping Eames, and we-

CUT TO:

INT. HOSPITAL FORTRESS - DAY

Eames throws a GRENADE, blowing up the security forces trying to ascend the terraces. He DUCKS to the ground to avoid HEAVY FIRE- starts unpacking the charges and setting them along the base of the terraces- 133.

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

Saito looks up as he hears a Security Guard climbing through the duct... he raises his gun, TREMBLING with weakness... And we-

CUT TO:

INT. KITCHEN, PENTHOUSE (LIMBO) - DAY

Mal laughs at Cobb.

MAL (laughs) Up above? Listen to yourself. You judged me for believing the very same thing.

Mal points at the children-

MAL These are our children. Watch. (turns to the kids) Hey, James! Philippa?!

The children START TO TURN to us- BUT COBB CLOSES HIS EYES.

COBB They're not real, Mal. Our real children are waiting for us-

The children run off. Cobb opens his eyes.

MAL You keep telling yourself that but you don't believe it-

COBB I know it-

MAL And what if you're wrong? What if         I'm what's real?

Cobb is silent.

MAL You keep telling yourself what you know... but what do you believe? What do you feel?

Cobb looks at Mal. Struggling.

COBB Guilt. I feel guilt. And however confused I might get. (MORE) 134.                   COBB (CONT'D)          However lost I might seem... it's         always there. Telling me something. Reminding me of the truth.

MAL What truth?

COBB That you were wrong to doubt our world. That the idea that drove you to question your reality was a         lie...

MAL How could you know it was a lie?

COBB Because it was my lie.

MAL (realizing) Because you planted the idea in my         mind.

COBB Because I performed inception on my         own wife, then reaped the bitter rewards...

ARIADNE Why?

COBB We'd become lost in here. Living in         a world of infinite possibilities. A world where we were gods. I         realized we needed to escape, but she'd locked away her knowledge of         the unreality of this world...

INSERT CUT: Mal opens the doll's house. Takes the spinning top, lies it down in the safe. LOCKS IT AWAY.

COBB I couldn't make Mal understand that we needed to break free. To die. So         I started to search our world...

Cobb turns to Mal, but keeps talking to Ariadne...

INSERT CUT: Cobb WANDERS the streets of Limbo...

COBB Searching for the right place in         her mind...                                                          135.

INSERT CUT: Cobb stops outside the VICTORIAN HOUSE, MAL'S CHILDHOOD HOME, looking up at it. He heads inside...

COBB And when I found that place, that secret place where she had shut away her knowledge years before, I         broke it open...

INSERT CUT: Cobb looks around Mal's childhood bedroom. Comes to the doll's house...

COBB I broke into the deepest recess of         her mind, to give her the simplest little idea.

INSERT CUT: Cobb throws open the safe doors. Sitting on the shelf of the safe is a spinning top. On its side.

COBB A truth that she had once known, but had chosen to forget...

INSERT CUT: Cobb picks up the totem. He SPINS it in the safe. IT SPINS AND SPINS WITHOUT END. Cobb CLOSES THE DOOR of the safe...

COBB That her world was not real.

INSERT CUT: COBB AND MAL ARRIVE AT TRAIN TRACKS CUTTING THROUGH WASTELAND.

COBB (V.O.) That death was a necessary escape.

They lie on the tracks looking into each other's eyes. Mal is crying. Cobb takes her hand, reassuring. He starts to speak-

COBB You're waiting for a train. A train that will take you far away. You know where you hope this train will take you, but you can't know for sure. Yet it doesn't matter...

Mal looks at him across the railroad tracks. Replies-

MAL Because you'll be together.

The train comes, OBLITERATING the lovers. Back in the present- Cobb looks into Mal's eyes. She is crying. 136.

COBB I never thought that the idea I'd         planted would grow in her mind like a cancer. That even after we woke...

INSERT CUT: Cobb looks around the HOTEL SUITE, confused. He moves to the CURTAINS... Mal is on the ledge opposite. COBB You'd continue to believe that your world was not real...

Crying, Mal nods-

MAL That death was the only escape?

INSERT CUT: Mal PLUNGES to her death.

MAL You killed me.

Cobb looks at Mal. Whispers-

COBB I was trying to save you-I'm sorry.

Mal comes in close to Cobb. Looks him over.

MAL You infected my mind. You betrayed me. But you can make amends. You can still keep your promise. We can still be together... right here. In         our world. The world we built together.

CUT TO:

INT. ELEVATOR - NIGHT

Arthur hits "Play" on his music player- Edith Piaf starts to ring out, Arthur checks his detonator and we-

CUT TO:

INT. ANTECHAMBER - DAY

Eames races back in- in the relative quiet he notices MASSIVE LOW-E MUSICAL TONES. He drops his gun and goes to Fischer's side...                                                        137.

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

Saito musters all his remaining strength as the guard emerges- Saito FIRES, dropping the guard, then COLLAPSES, the gun clattering to the duct floor... Saito is dead.

INT. ANTECHAMBER - CONTINUOUS

Eames powers up the defibrillator, puts the paddles on Fischer's chest, then Pow!- he shocks him, and we-

CUT TO:

INT. PENTHOUSE (LIMBO)-DAY

LIGHTNING crackles across the sky- Ariadne sees it.

ARIADNE We need Fischer.

MAL You can't have him.

Cobb stares at Mal. Mesmerized.

COBB If I stay, can she take him back?

ARIADNE Cobb, what are you saying?

MAL Fischer's on the porch.

ARIADNE Cobb, you can't do this.

COBB Go check he's alive, Ariadne.

Ariadne moves onto the porch, high above the metropolis, and we-

CUT TO:

INT. ELEVATOR - NIGHT

Arthur nods his head in time with the music, counting down, holding the detonator. He starts bracing himself, and we-

CUT TO: 138.

INT. ANTECHAMBER - DAY

Eames recharges the defibrillator. SHOCKS Fischer again, and we-

CUT TO:

EXT. PORCH, PENTHOUSE (LIMBO) - DAY

Ariadne looks up as a LARGE BOLT OF LIGHTNING RIPS across the sky... she looks down to see Fischer, BOUND AND BLOODY, lying below the rail.

ARIADNE He's here. And it's time. But you have to come with us.

Another massive lightning strike flickers across the sky-

ARIADNE Cobb, I'm not going to let you lose yourself in here! You have to get back to your children!

COBB Send Fischer, I have to stay-

ARIADNE You can't stay here to be with her-

Cobb turns from Mal. Looks at Ariadne.

COBB I'm not. Saito is dead by now. That means he's here. I have to stay here and find him.

Ariadne removes Fischer's gag- pulls him up, onto the rail. Cobb looks back at Mal.

COBB I can't stay here to be with her because she's not real.

Mal looks at Cobb, furious.

MAL Not real? I'm the only thing you do         believe in anymore. Here-doesn't         this feel real, Dom?

She STABS him in the chest- Cobb WHEEZES- GASPING, looking at Mal- 139.

COBB I wish you were. But I couldn't         make you real. I'm not capable of         imagining you in all your complexity and... perfection. As         you really were. You're the best I         can do. And you're not real.

Mal pulls the knife and moves to STRIKE again-

ARIADNE No!

A SHOT rings out, Mal GRABS her shoulder- Cobb turns to Ariadne, who is pointing Cobb's gun.

COBB What're you doing?

ARIADNE Improvising.

She KICKS Fischer off the roof- AIMS again at Mal-

Fischer DROPS as the sky LIGHTS UP WITH ELECTRICITY- Fischer SCREAMS, then GASPS, no longer falling, and we are-

INT. ANTECHAMBER - DAY

Eames pulls the defibrillator from Fischer's chest as he COUGHS AWAKE.

EAMES Get in there-quick!

Fischer looks up at the double doors. STAGGERS to his feet. Fischer pushes open the doors to the STRONGROOM.

INT. STRONGROOM - CONTINUOUS

Fischer walks into the silent white room. At one end of the room is a bed. A figure lies in the bed. His FATHER. Breathing with tremendous difficulty. Dying. And we-

CUT TO:

EXT. PENTHOUSE (LIMBO) - DAY

Ariadne takes aim at Mal-

COBB No!

Cobb holds Ariadne's gaze. She lowers the gun. And we-

CUT TO: 140.

Eames GRABS the detonator- then moves to the door of the strongroom...

CUT TO:

INT. ELEVATOR, HOTEL - NIGHT

Arthur HITS THE DETONATOR-

INT. ELEVATOR SHAFT - CONTINUOUS

The CHARGES on the bottom of the elevator EXPLODE, and we move into EXTREME SLOW MOTION as the flames BALLOON-

CUT TO:

INT. STRONGROOM - CONTINUOUS

A RUMBLE BUILDS as Fischer approaches the bed, overcome with emotion. His Father sees him. Starts trying to speak. Fischer leans in...

FATHER (hoarse whisper) I... was ... dis ... dis ...

FISCHER I know, Dad. You were disappointed that I couldn't be you.

The dying man SHAKES HIS HEAD with surprising energy.

FATHER (whisper) I was disappointed... that you tried.

Fischer hears this. And we-

CUT TO:

INT. ELEVATOR SHAFT - NIGHT

The elevator car is ROCKETED along its track by the explosion-

INT. ELEVATOR - CONTINUOUS

Arthur is SMASHED against the floor of the car next to the sleepers who SHUDDER with the force of ACCELERATION- and we-

CUT TO:

INT. ANTECHAMBER - DAY

Eames WATCHES Fischer- 141.

EAMES (to himself) )         Come on, come on...

INT. STRONGROOM - DAY

The Father collapses back onto the pillow. Fischer starts to weep. His Father reaches out a trembling hand but when Fischer tries to hold IT, he SHAKES his son's hand away...

He is reaching for the SAFE next to his bed. His fingers fumble at the keypad, he can't open it. His son pushes 5,2,8,4,9,1 into the keypad. Opens it. Inside the safe is the WILL. And beside it is a HOMEMADE PINWHEEL, clearly made by a child. By Fischer. He takes it out, MARVELING at it. He turns to his father, but his father is dead.

Eames, watching from the door, HITS THE DETONATOR-

EXT. HOSPITAL COMPLEX - CONTINUOUS

A line of EXPLOSIONS RIPS ALONG THE LOWER WALL... the ENTIRE BUILDING STARTS TO SLIDE DOWN THE MOUNTAIN-

EXT. PENTHOUSE (LIMBO) - DAY

A FIERCE WIND starts HOWLING through the house as the sky outside DARKENS. Cobb shields Mal against the blast- looks up at Ariadne, who HOLDS the railing, FIGHTING the wind-

COBB That's the kick-you have to go!

ARIADNE You're coming!

COBB No, I'm not. I'm staying here to         find Saito. (turns to Mal) And to say goodbye.

Ariadne loosens her grip on the railing...

ARIADNE Don't lose yourself. Find Saito. And bring him back.

COBB I will.

Ariadne lets the wind pull her off the edge- FALLING- and we-

INT. ANTECHAMBER - CONTINUOUS

Ariadne DROPS as the FLOOR COLLAPSES- her eyes SNAP OPEN- 142.

EXT. PENTHOUSE (LIMBO) - DAY

Cobb holds Mal in his arms. The wind DIES...

MAL We'd be together forever. You promised me.

COBB I know. But we can't. And I'm         sorry.

MAL You remember when you asked me to         marry you? You said you dreamt that we'd grow old together.

COBB And we did...

Mal looks at Cobb... thinking. Remembering.

INSERT CUT: TWO ELDERLY PEOPLE (MAL AND COBB) WALK THROUGH LIMBO... ACROSS A WASTELAND... TWO ELDERLY HANDS CLUTCH EACH OTHER AS THEY LIE DOWN ON THE RAILROAD TRACK...

COBB I miss you more than I can bear...         but we had our time together. And now I have to let go...

She nods, weakly. Cobb holds Mal as her eyes close... DYING... and we-

INT. STRONGROOM - CONTINUOUS

Fischer and his Father's body DROP AWAY-

INT. ELEVATOR - NIGHT

Ariadne DROPS inside the ROCKETING ELEVATOR, and as it SMASHES INTO THE TOP OF THE SHAFT Ariadne SMASHES into-

INT./EXT. VAN INTO RIVER - DAY

THE WATER, THE VAN CRUNCHING WITH THE IMPACT- WATER CRASHING THROUGH THE BROKEN WINDOWS FLOODING THE INTERIOR...

Fischer's EYES OPEN, PANICKING- he UNBUCKLES HIMSELF, pushes out of the broken window- STOPS, goes back to UNBUCKLE Browning and DRAG him out. 143.

EXT. RIVER - CONTINUOUS

Fischer breaks the surface with Browning, who COUGHS and GASPS. He starts PULLING for the near bank, struggling through the rain-impacted water-

INT. VAN, UNDERWATER - CONTINUOUS

Ariadne, Arthur and Yusuf wait calmly underwater. They are sharing TWO REGULATORS pulled from beneath the front seat. Arthur turns to Saito. There is blood in the water around Saito's belly- his eyes are LIFELESS- Arthur feels for a pulse... turns to Cobb, whose eyes are lifeless... Ariadne GRABS Arthur's elbow, pulling him away...

EXT. RIVERBANK - MOMENTS LATER

Fischer turns Browning/Eames over. They lie there, exhausted.

BROWNING I'm sorry, Robert.

Fischer stares at the rain on the water.

FISCHER The will means that Dad wanted me         to be my own man, not live for him. (turns to Browning) )         And I'm going to, Uncle Peter.

Browning nods. Wipes the rain from his face. In the puddle beside them, the reflection is not Browning, but Eames.

EXT. UNDERNEATH BRIDGE IN THE RAIN - MOMENTS LATER

Arthur sits on the riverbank, breathing heavily.

ARTHUR What happened?

ARIADNE Cobb stayed.

ARTHUR With Mal?

ARIADNE No. To find Saito.

Arthur looks out at the water below the bridge.

ARTHUR He'll be lost...

ARIADNE No. He'll be alright. 144.

And we-

CUT TO:

EXT. DAWN. CRASHING SURF.

The waves TOSS a BEARDED MAN onto wet sand.

As the Japanese Security Guard turns him onto his back, we realize that this is Cobb- OLDER. WEARY. TRAVELLED...

INT. DINING ROOM, CASTLE - DAY

Cobb WOLFS his food. The Elderly Japanese Man (Saito, 90 years old) watches him.

SAITO So... have you come to kill me?

Cobb does not look up.

SAITO I've been waiting for someone to         come for me...

COBB Someone from your half-remembered dream...?

Saito peers at Cobb.

SAITO Cobb? Not possible-he and I were young men together. And I am an old man...

COBB Filled with regret?

Saito REMEMBERS, nods...

SAITO Waiting to die alone, yes.

Cobb is STARING at something on the table.

COBB I came back for you... I came to         remind you of what you once knew...

Cobb gestures at the table. Saito follows his gaze down to the polished surface of the table...

COBB That this world is not real. 145.

The top IS STILL SPINNING PERFECTLY, AS IF IT WILL NEVER TOPPLE. Saito looks at the top. Then back to Cobb.

SAITO You came to convince me to honor our arrangement?

COBB Yes. And to take a leap of faith.

As Saito-san listens to Cobb, he looks at the GUN on the table between them...

COBB Come back and we'll be young men together again.

The elderly Saito looks at Cobb. Nods. And we-

CUT TO:

INT. FIRST CLASS CABIN, 747 - DAY

Ariadne watches Cobb. His eyes are closed.

FLIGHT ATTENDANT (O.S.) Hot towel, sir?

His EYES FLICKER OPEN. He takes the towel with a nod. Ariadne smiles. Relieved.

FLIGHT ATTENDANT We'll be landing in Los Angeles in         about twenty minutes. Do you need immigration forms?

Cobb nods. Takes a landing card. Looks around the cabin.

Saito is WATCHING him. Serious. Haunted. Holding Cobb's gaze, SAITO PICKS UP THE PHONE AND DIALS. Cobb nods thanks...

INT. ARRIVALS, LAX - LATER

Cobb steps forwards to the IMMIGRATION OFFICIAL. Hands him his passport. Nervous. The Official takes a beat, looks Cobb up and down, then WHUMP!- the passport is stamped. As Cobb takes it back, he spots Ariadne at the next counter. She nods at him. He nods back. Then moves off...

As Cobb passes through baggage claim, he exchanges subtle greetings with Eames and Yusuf.

Arthur smiles broadly at Cobb. Cobb brushes past Fischer, who glances back at him as if thinking maybe he should know him, then moves on...                                                         146.

As Cobb emerges into the crowded arrivals hall, he spots Professor Miles, waving at him...

INT. KITCHEN, COBB AND MAL'S HOUSE - DAY

Cobb enters with Miles. Drops his bags. Moves to the table, looking out at the overgrown garden. He reaches into his pocket, takes out his pewter spinning top, lowers it to the table and SPINS IT- a CHILD'S SHOUT makes him look up-

Through the window, James and Philippa have run into view, playing, THEIR FACES TURNED AWAY... Cobb STARES at the back of his children's heads... Miles moves to the window and KNOCKS on the glass-

James and Philippa TURN- see their Dad. He steps to the window, watching their BRIGHT FACES SHINING as they run towards him...

Behind him, on the table, the spinning top is STILL SPINNING. And we-

FADE OUT.

CREDITS.

END.