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                    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, �COLE 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, �COLE 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.