scripts/Inception.txt

                                                                1.



                                                         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.


1   INT. ELEGANT DINING ROOM - JAPANESE CASTLE - LATER               1

    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.


2   INT. SAME - MOMENTS LATER                                        2
                                                                2.


    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.

    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:


3   INT. SAME ELEGANT DINING ROOM - NIGHT - YEARS EARLIER            3

    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-
                                                         3.


                  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.

                  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
                                                                4.


            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.

    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:


4   INT. FILTHY BATHROOM - DAY - FEELS LIKE DIFFERENT TIME           4

    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.
                                                                5.


    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:


5   INT. BULLET TRAIN COMPARTMENT - DAY - FEELS LIKE DIFFERENT       5
    TIME

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

    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:


6   INT. FILTHY BATHROOM - CONTINUOUS                                6

    Another EXPLOSION- Nash CHECKS the sleeping Cobb and we --

                                                           CUT TO:


7   EXT. ROOFTOP TERRACES - JAPANESE CASTLE - NIGHT                  7
                                                          6.


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?

                  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.
                                                               7.


                       MAL
            So what?


8   INT. BEDROOM SUITE, JAPANESE CASTLE - MOMENTS LATER             8

    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.

                      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.
                                                                 8.


     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.


9    EXT. JAPANESE CASTLE WALL - CONTINUOUS                           9

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

     Suddenly he starts DROPPING.


10   INT. BEDROOM SUITE, JAPANESE CASTLE - CONTINUOUS                 10

     The EMPTY CHAIR SLIDES across the floor, WEDGES under the
     window.


11   EXT. JAPANESE CASTLE WALL - CONTINUOUS                           11

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


12   INT. KITCHEN - JAPANESE CASTLE - MOMENTS LATER                   12

     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.


13   INT. HALL - JAPANESE CASTLE - CONTINUOUS                         13

     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, 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.


14   INT. DINING ROOM - JAPANESE CASTLE - CONTINUOUS                  14
                                                            9.


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.

                  COBB
                                                                10.


             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:


15   INT. FILTHY BATHROOM - DAY                                       15

     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:


16   INT. JAPANESE CASTLE CORRIDOR - NIGHT                            16
                                                                11.


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


17   INT. DINING ROOM - JAPANESE CASTLE - CONTINUOUS                  17

     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.


18   EXT. GRAND STAIRCASE - JAPANESE CASTLE - CONTINUOUS              18

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


19   INT. DINING ROOM, JAPANESE CASTLE - CONTINUOUS                   19

     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.


20   INT. GRAND STAIRCASE - JAPANESE CASTLE - CONTINUOUS              20

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

                                                           CUT TO:


21   INT. DILAPIDATED HOTEL ROOM - DAY                                21

     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!


22   INT. FILTHY BATHROOM - CONTINUOUS                                22
                                                                12.


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

                                                           CUT TO:


23   INT. GRAND STAIRCASE - JAPANESE CASTLE - NIGHT                   23

     Cobb is SMASHED sideways off his feet.


24   INT. DINING ROOM - JAPANESE CASTLE - NIGHT                       24

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

                                                           CUT TO:


25   INT. DILAPIDATED HOTEL ROOM - DAY                                25

     Saito's eyes FLICKER OPEN. AWAKE.


26   INT. FILTHY BATHROOM - CONTINUOUS                                26

     Nash SMACKS Cobb again.

                       NASH
             He won't wake!


27   INT. DILAPIDATED HOTEL ROOM - CONTINUOUS                         27

     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.


28   INT. FILTHY BATHROOM - CONTINUOUS                                28

     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:
                                                                13.


29   INT. GRAND STAIRCASE - JAPANESE CASTLE - NIGHT                   29

     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:


30   INT. FILTHY BATHROOM - DAY                                       30

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

                                                         CUT TO:


31   INT. GRAND STAIRCASE - JAPANESE CASTLE - NIGHT                   31

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

     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 --


32   INT. FILTHY BATHROOM - DAY                                       32

     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.


33   INT. DILAPIDATED HOTEL ROOM - MOMENTS LATER                      33

     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?
                                                              14.


     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?

     Arthur looks over at Cobb, worried.

                       ARTHUR
             They're getting closer, Cobb.

                                                         CUT TO:


34   INT. BULLET TRAIN COMPARTMENT - DAY                            34

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

                                                         CUT TO:


35   INT. DILAPIDATED HOTEL ROOM - DAY                              35

     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.
                                                               15.


                       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:


36   INT. BULLET TRAIN COMPARTMENT - DAY                             36

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

     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:


37   INT. DILAPIDATED HOTEL ROOM - DAY                               37

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

                       SAITO
             So leave me and go.

                       COBB
                                                                16.


             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.

     Cobb glares at Nash, and we --

                                                         CUT TO:


38   INT. BULLET TRAIN COMPARTMENT - DAY                              38

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

                                                         CUT TO:


39   INT. DILAPIDATED HOTEL ROOM - DAY                                39
                                                                17.


     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:


40   INT. BULLET TRAIN COMPARTMENT - DAY                              40

     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:


41   INT. DILAPIDATED HOTEL ROOM - DAY                                41

     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:


42   INT. BULLET TRAIN COMPARTMENT - DAY                              42

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

                                                           CUT TO:
                                                             18.


43   INT. DILAPIDATED HOTEL ROOM - DAY                             43

     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:


44   INT. BULLET TRAIN COMPARTMENT - DAY                           44

     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 --

                       NASH
             I didn't know he was going to rub
             his damn cheek on it!
                                                                19.


     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.


45   EXT. JAPANESE COUNTRYSIDE - CONTINUOUS                           45

     The BULLET TRAIN speeds through the lush landscape.


46   INT. BULLET TRAIN COMPARTMENT - CONTINUOUS                       46
                                                               20.


     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.


47   EXT. TOKYO - DUSK                                               47

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


48   INT. APARTMENT - TOKYO - CONTINUOUS                             48

     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 --
                                                           21.


                  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.

                  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 --
                                                                22.


     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.

                       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.


49   INT. CORRIDOR - CONTINUOUS                                       49

     Cobb and Arthur head towards the elevator.

                       ARTHUR
             Where will you go?

                       COBB
                                                                23.


             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.


50   EXT. ROOFTOP HELIPAD - NIGHT                                     50

     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.


51   INT. HELICOPTER ON PAD - CONTINUOUS                              51

     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.
                                                   24.


                  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."

                  ARTHUR
             (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
                                                             25.


             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.


52   EXT. AIRFIELD - MOMENTS LATER                                 52

     The helicopter sets down next to a PRIVATE JET.


53   INT. HELICOPTER - CONTINUOUS                                  53

     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.

                       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?
                                                               26.


                       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.

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


54   INT. PRIVATE JET - LATER                                        54

     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
                                                             27.


             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.


55   INT. GREAT HALL - ÉCOLE D'ARCHITECTURE - MORNING              55

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


56   INT. LECTURE HALL - CONTINUOUS                                56

                       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
                                              28.


        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?

                  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?
                                              29.


                  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?

                  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
                                              30.


        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.

                  COBB
        This job, this last job, is how I
        get there.
                                                             31.


     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.


57   INT. CORRIDOR - LATER                                         57

     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.)


58   EXT. ROOFTOP - ÉCOLE D'ARCHITECTURE - MOMENTS LATER           58

     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.
                                                           32.


                  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.
                                                                33.


     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.

                       COBB
                  (working the maze)
             More like it.


59   EXT. NARROW STREET - PARIS - DAY                                 59

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


60   INT. WORKSHOP - CONTINUOUS                                       60

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


61   INT. SAME - LATER                                                61

     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.


62   EXT. PARISIAN CAFE - DAY                                         62

     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.
                                                          34.


                  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.

                  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.
                                                        35.


                  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.

                   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 --
                                                             36.


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

                                                         CUT TO:


63   INT. WORKSHOP - DAY                                           63

     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.

                       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 --
                                                             37.


                                                         CUT TO:


64   EXT. SAME PARISIAN STREET - DAY                               64

     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?

                       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
                                                        38.


        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.

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.
                                                          39.


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
        --

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
        --
                                                          40.


                  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?

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
                                                               41.


             Wake me up!

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

                                                           CUT TO:


65   INT. WORKSHOP - DAY                                             65

     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.

                       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.
                                                               42.


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


66   INT. BATHROOM - WORKSHOP - CONTINUOUS                           66

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


67   INT. WORKSHOP - CONTINUOUS                                      67

     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.


68   INT. BATHROOM - WORKSHOP - CONTINUOUS                           68

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


69   INT. WORKSHOP - CONTINUOUS                                      69

                       ARIADNE
             What's yours?

     Arthur holds out a DIE.

                       ARTHUR
             A loaded die.

     Ariadne reaches for it. Arthur snatches sit away.

                       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 --
                                                               43.


70   INT. BATHROOM - WORKSHOP - CONTINUOUS                           70

     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.


71   INT. WORKSHOP - CONTINUOUS                                      71

     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?

                       COBB
             I've got to talk to Eames.

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

                        COBB
                                                              44.


             Necessary risk.

                       ARTHUR
             There are plenty of other thieves.

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


72   INT. GAMBLING DEN - MOMBASA - DAY                              72

     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?

     Eames takes his money. Smiles at Cobb.
                                                             45.


                       EAMES
             Versatile.


73   INT. STREET - MOMBASA - CONTINUOUS                            73

     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.


74   EXT. BALCONY OF A COFFEE HOUSE - LATER                        74

     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
                                      46.


That's what I keep saying to
Arthur.

          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?
                                                        47.


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

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.
                                                                48.


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


75   EXT. STREET - MOMBASA - CONTINUOUS                               75

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

                         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
                                                             49.


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

                       SAITO
             I have to protect my investment.


76   EXT. COFFEE HOUSE - MOMENTS LATER                             76

     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?

                       COBB
                  (shrugs)
             Different tail.


77   INT. WORKSHOP - DAY                                           77

     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:
                                                                50.


78   INT. PENROSE STEPS - LATER                                       78

     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.

                       ARTHUR
             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.
                                                       51.


                  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?

                  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
                                                             52.


             What was she like in real life?

                       ARTHUR
                  (quiet)
             She was lovely.

                                                         CUT TO:


79   EXT. ROOFTOP - OLD TOWN - MOMBASA - DAY                       79

     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.

                       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
                                                               53.


             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.

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

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


80   EXT. DECREPIT BUILDING - MOMBASA - LATER                        80

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


81   INT. STAIRWELL - CONTINUOUS                                     81

     Peeling paint, buzzing flies. They ascend to a dusty, wire,
     reinforced glass door which Eames pushes open.
                                                              54.


82   INT. PHARMACY - CONTINUOUS                                     82

     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.

                       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.
                                                   55.


                  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?

                  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.
                                                                56.


                       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.


83   INT. BACK ROOM - PHARMACY - CONTINUOUS                           83

     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
                                                        57.


        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?

                  ELDERLY BALD MAN (O.S.)
        No.

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

                  ELDERLY BALD MAN
                                                                58.


             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.


84   INT. SAME - MOMENTS LATER                                        84

     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:


85   EXT. WASTELAND - DAY                                             85

     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:


86   INT. BACK ROOM - PHARMACY - DAY                                  86

     Cobb's eyes open. Yusuf is watching him.

                       YUSUF
             Sharp, no?

     Cobb nods. Gets to his feet, looking around.


87   INT. BATHROOM - PHARMACY - CONTINUOUS                            87

     Cobb SPLASHES water on his face, breathing hard.

     INSERT CUT: A CURTAIN BILLOWS. MAL TURNS TO US, HAIR
     BLOWING, SMILING.
                                                               59.


     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.

                       SAITO
             Everything alright, Mr. Cobb?

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

                       COBB
             Everything's fine.


88   INT. BACK ROOM - WORKSHOP - NIGHT                               88

     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.


89   INT. WORKSHOP - CONTINUOUS                                      89

     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.
                                                      60.


                  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.

                  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
                                                        61.


        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.

                  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.
                                                              62.


90   INT. WORKSHOP - DAY                                            90

     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.

                       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
                                                              63.


             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.

                       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:


91   EXT. NEW YORK STREETS - DAY                                    91

     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.
                                              64.


                  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?

                  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?
                                                             65.


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


92   INT. ANTEROOM - MAURICE FISCHER'S OFFICE - DAY                92

     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.

                       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
     --


93   INT. MAURICE FISCHER'S INNER OFFICE - CONTINUOUS              93

     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
                                                                66.


             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 --

     Eames WATCHES Browning, STUDYING his every move .


94   INT. BATHROOM - DAY                                              94

     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.


95   INT. WORKSHOP - CONTINUOUS                                       95

                       EAMES
                                                                67.


             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:


96   INT. DESERTED HOTEL LOBBY - DAY                                  96

     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.

                       SAITO
             Sydney to Los Angeles.

     They turn to Saito.

                       SAITO
                                                             68.


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


97   EXT. AIRFIELD - DAY                                           97

     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.


98   INT. HOTEL LOBBY - DAY                                        98

     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.
                                                              69.


                       COBB
                  (to Ariadne)
             Nice lobby, by the way.

     And we --

                                                         CUT TO:


99   INT. WORKSHOP - DAY                                            99

     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
             --


100 INT. MAKESHIFT LAB - DAY                                        100

     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.


101 INT. WORKSHOP - DAY                                             101

     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:
                                                       70.


                  COBB
        Buying us more time in each level.

                  YUSUF
        Brain function in the dream will be
        about twenty times normal.

                  YUSUF
        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
                                                               71.


             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.

                       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 --


102 INT. MAKESHIFT LAB - DAY                                         102

    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.


103 INT. WORKSHOP - DAY                                              103

    Arthur thinks, nodding slowly.

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


104 INT. MAKESHIFT LAB - DAY                                         104

    Yusuf gleefully LEANS a SLEEPING ARTHUR to one side.

                       YUSUF (V.O.)
                                                            72.


             Or tipping --

    Arthur goes down with a CRASH, JERKING AWAKE-


105 INT. WORKSHOP - DAY                                           105

    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.

    Arthur looks at Cobb, getting it.

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


106 INT. WORKSHOP - NIGHT                                         106

    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:


107 INT. CAGE STYLE ELEVATOR - DAY                                107

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


108 INT. YOUNG GIRL'S BEDROOM - DAY                               108

    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.
                                                              73.


109 INT. LIVING ROOM - CONTINUOUS                                   109

    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.

    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.


110 INT. CAGE STYLE ELEVATOR - DAY                                  110

    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.
                                                              74.


                       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.


111 INT. CAGE STYLE ELEVATOR - CONTINUOUS                           111

    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.

                       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 --


112 INT. KITCHEN - COBB AND MAL'S HOUSE - MOMENTS LATER             112
                                                          75.


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.

                  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.
                                                            76.


                       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.


113 INT. CAGE STYLE ELEVATOR - CONTINUOUS                         113

    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 --


114 INT. ELEGANT HOTEL SUITE - CONTINUOUS - NOW NIGHT             114

    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.

                       ARIADNE
             My name is --

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

                       ARIADNE
             I don't know. Trying to understand.

                       MAL
                                                            77.


             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.


115 INT. CAGE STYLE ELEVATOR - CONTINUOUS                         115

    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!-
                                                            78.


                       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:


116 INT. WORKSHOP - NIGHT                                         116

    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.

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

    Cobb gets up. Ariadne comes over to him.
                                                            79.


                        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.


117 INT. DEPARTURE GATE - SYDNEY - DAY                            117

    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.


118 INT. FIRST CLASS CABIN - 747 - CONTINUOUS                     118

    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.
                                                              80.


    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.


119 EXT. RUNWAY - MOMENTS LATER                                     119

    The 747 HURTLES down the runway.


120 INT. FIRST CLASS CABIN - 747 - MOMENTS LATER                    120

    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?
                                                              81.


    Fischer takes a beat. But Cobb seems harmless.

                       FISCHER
             Actually, he was my father.

                       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.


121 EXT. 747 - LATER                                                121

    The great plane SOARS through a burning cloudscape.


122 INT. FIRST CLASS CABIN - 747 - MOMENTS LATER                    122

    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:
                                                              82.


123 INT. SEDAN - DAY                                                123

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


124 EXT. NEW YORK STREETS - CONTINUOUS                              124

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


125 INT. SEDAN - CONTINUOUS                                         125

    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.


126 INT/EXT. SEDAN ON RAINY NEW YORK STREETS - CONTINUOUS           126

    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 --
                                                               83.


    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.


127 INT/EXT. CAB ON RAINY NEW YORK STREETS - CONTINUOUS              127

    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.

                       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.
                                                           84.


                  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.

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.
                                                               85.


                       ARTHUR
             Everybody okay? Saito?

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


128 EXT. WAREHOUSE - MOMENTS LATER                                   128

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


129 INT. WAREHOUSE - CONTINUOUS                                      129

    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?

                       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
                                                          86.


        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.

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.
                                              87.


                  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?

                  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?
                                                            88.


    Cobb says nothing. Saito groans more loudly.

                       ARTHUR
             Let's just get him upstairs.


130 INT. OFFICE - WAREHOUSE - MOMENTS LATER                       130

    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.

                       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
                                                              89.


             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.

                       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.


131 INT. BATHROOM - WAREHOUSE - LATER                               131

    Cobb and Arthur, wearing BALACLAVAS, PULL the sack from
    Fischer's head. He is chained to the radiator.
                                                               90.


                       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?


132 INT. OFFICE - WAREHOUSE - CONTINUOUS                             132

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

                       YUSUF
             Five hundred dollars, this cost?

                       EAMES
             What's inside?

                       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?
                                                            91.


    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.


133 INT. BATHROOM - WAREHOUSE - CONTINUOUS                        133

    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.


134 INT. BATHROOM - WAREHOUSE - MOMENTS LATER                     134
                                                        92.


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
                                                            93.


             After my mother died, I went to him
             in my grief.

                       FISCHER
             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.


135 INT. OFFICE - WAREHOUSE - CONTINUOUS                          135

    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?
                                                           94.


                  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?

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
                                                        95.


        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.

                  ARIADNE
        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?
                                                             96.


    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.

                       ARIADNE
             But not for her?

                       COBB
             She accepted it. At some point --

    INSERT CUT:


136 INT. MAL'S CHILDHOOD HOME - DAY                                136

    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.


137 INT. OFFICE - WAREHOUSE - CONTINUOUS                           137

                       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?
                                                              97.


                       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 --


138 INT. COBB AND MAL'S KITCHEN - DAY - FLASHBACK                   138

    Cobb is trying to calm Mal, who is hysterical.

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


139 INT. WORKSHOP - DAY                                             139

    Ariadne looks at Cobb, appalled.

                       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 --


140 INT. COBB AND MAL'S KITCHEN - DAY - FLASHBACK                   140

    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
                                                               98.


                  (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 --


141 INT. ELEGANT HOTEL CORRIDOR - NIGHT - FLASHBACK                  141

    Cobb walks along, checking door numbers against a key.

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


142 INT. ELEGANT HOTEL SUITE - CONTINUOUS - FLASHBACK                142

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

    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.


143 EXT. EXTERIOR ATRIUM - CONTINUOUS - FLASHBACK                    143

    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.
                                                         99.


                  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?

                  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
        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
                                                           100.


             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.


144 INT. OFFICE - WAREHOUSE - DAY                                 144

    Cobb stares as he remembers.

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


145 INT. COBB AND MAL'S KITCHEN - DAY - FLASHBACK                 145

    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.
                                                           101.


                       COBB (V.O.)
             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 --


146 INT. OFFICE - WAREHOUSE - DAY                                 146

    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.

                       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
                                                           102.


             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?!


147 INT. BATHROOM - WAREHOUSE - CONTINUOUS                        147

    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?

                       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
                                                       103.


        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.

                  COBB
        First six numbers that come into
        your head. Right now.

                  FISCHER
        I have no idea --
                                                            104.


    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.


148 INT. WAREHOUSE - CONTINUOUS                                    148

    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?

                       EAMES
             I'm working on that.
                                                           105.


    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
             Shall we?

    They climb into the van.


149 INT/EXT. VAN ON RAINY STREETS - CONTINUOUS                    149

    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.

                         ARTHUR
                                                       106.


        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
              (to Yusuf)
                                                              107.


             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 --

                       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
             Everyone ready?

    Nods all round.

                       YUSUF
             Sweet dreams --

    Yusuf hits a button and we --

                                                           CUT TO:


150 INT. HOTEL LOBBY BAR - SUNSET                                    150

    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
             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.


151 INT. HOTEL LOBBY - CONTINUOUS                                    151
                                                           108.


    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?

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


152 INT. HOTEL LOBBY BAR - CONTINUOUS                             152

    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
             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."


153 INT. HOTEL LOBBY - CONTINUOUS                                 153

    Arthur watches the Sub-security follow the Blonde.

                       ARIADNE
             And why don't you approve?
                                                           109.


                       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.


154 INT. HOTEL LOBBY BAR - CONTINUOUS                             154

    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.


155 INT. HOTEL LOBBY - CONTINUOUS                                 155

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

                       BLONDE
                                                            110.


             Mr. Saito, can I have a minute?

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


156 INT. ELEVATOR - CONTINUOUS                                     156

    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
                  (pushing him away)
             Very amusing, Mr. Eames.

                       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:


157 INT/EXT. VAN ON RAINY DOWNTOWN STREETS - DAY                   157

    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:


158 INT. HOTEL LOBBY BAR - NIGHT                                   158
                                                           111.


    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.

                       COBB
             My job is to protect you from any
             attempt to access your mind through
             your dreams.

    Cobb regains his patter, the patrons lose interest.


159 INT. ELEVATOR - CONTINUOUS                                    159

    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.
                                                              112.


160 INT. HOTEL LOBBY BAR - CONTINUOUS                                160

    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
               Trust me. They're coming for you.

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

                                                           CUT TO:


161 INT/EXT. VAN ON RAINY DOWNTOWN STREETS - DAY                     161

    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:


162 INT. HOTEL LOBBY BAR - SUNSET                                    162

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

                         COBB
               Strange weather, huh?

    A TREMOR runs through the bar. Cobb looks around.

                         COBB
               You feel that?


163 INT. HOTEL LOBBY - CONTINUOUS                                    163

    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?
                                                             113.


                       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:


164 INT/EXT. VAN ON RAINY STREETS - DAY                             164

    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:


165 INT. HOTEL LOBBY BAR - CONTINUOUS                               165

    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
             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 --

                       COBB
                  (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
             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?
                                                             114.


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

                       COBB
             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:


166 INT/EXT. VAN ON RAINY STREETS - DAY                             166

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

                                                        CUT TO:


167 INT. HOTEL LOBBY BAR - EVENING                                  167

    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.


168 INT. HOTEL LOBBY - EVENING                                      168

    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.


169 INT. HOTEL LOBBY BATHROOM - CONTINUOUS                          169
                                                          115.


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
        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
        These men were sent to abduct you.

Cobb pulls out the gun and HANDS it to Fischer.

                  COBB
        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.

                  COBB
        Mr. Fischer, you know all this, you
        just have to remember it --

Fischer lowers his gun.
                                                              116.


170 INT. HOTEL CORRIDOR - CONTINUOUS                                 170

    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.


171 INT. HOTEL CORRIDOR - CONTINUOUS                                 171

    Arthur leads Ariadne to a particular room: 491.


172 INT. ROOM 491 - CONTINUOUS                                       172

    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.


173 INT. HOTEL LOBBY BATHROOM - CONTINUOUS                           173

    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
                                                            117.


             It was -- to do with a safe --
             Christ, why's it so hard to
             remember?

                       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.


174 INT. ROOM 491 - CONTINUOUS                                     174

    Arthur hangs up the phone. He is standing on a chair,
    attaching the explosives to the ceiling.

                       ARIADNE
             Do you use a timer?

                       ARTHUR
                                                            118.


             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?

                       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.


175 INT. HOTEL LOBBY - CONTINUOUS                                  175

    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 --
                                                           119.


                       SAITO
             Why?

                       EAMES
             How he acts will tell us if
             Fischer's starting to suspect his
             motives the way we want him to.


176 INT. HOTEL CORRIDOR - FIFTH FLOOR - MOMENTS LATER             176

    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.


177 INT. ROOM 528 - CONTINUOUS                                    177

    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?
                                                        120.


                  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.

                  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.
                                                       121.


                  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?"

                  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.
                                                           122.


    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.

                       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 --


178 EXT. SNOW - COVERED MOUNTAINS - DAY                           178

    CLOSE ON Cobb's face, staring. Fixed.

                         ARIADNE (O.S.)
                                                       123.


        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.

                  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.
                                                             124.


    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.

    Cobb slips into his skis, shoulders his rifle.

                                                        CUT TO:


179 INT. ROOM 528 - NIGHT                                           179

    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 --


180 INT/EXT. VAN ON RAINY DOWNTOWN STREETS - DAY                    180

    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.
                                                           125.


181 INT. HOTEL CORRIDOR - CONTINUOUS                              181

    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:


182 INT/EXT. VAN ON RAINY DOWNTOWN STREETS - DAY                  182

    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:


183 INT. HOTEL CORRIDOR - NIGHT                                   183

    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
    --


184 INT. HOTEL ROOM - CONTINUOUS                                  184

    The fight continues all over the spinning room and we --

                                                        CUT TO:


185 INT/EXT. VAN ON RAINY OFF RAMP NEAR BRIDGE - DAY              185

    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:
                                                              126.


186 INT. HOTEL ROOM - NIGHT                                          186

    Arthur and the Security Man DROP to the floor, Arthur on
    top. Arthur gets up, heads to the stairwell.


187 INT/EXT. VAN ON RAINY STREETS NEAR BRIDGE - DAY                  187

    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.


188 INT. HOTEL STAIRWELL - CONTINUOUS                                188

    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:


189 EXT. SNOW-COVERED MOUNTAINS - DAY                                189

    Eames SKIS down within sight of the hospital complex. He
    reaches into his pack and lets off a FLARE.


190 EXT. HOSPITAL COMPLEX - CONTINUOUS                               190

    Security Men on the ramparts spot the flare and send
    PATROLS out on skis and SNOWMOBILES to investigate.


191 EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS                         191
                                                           127.


    Eames watches them close in, then launches himself down the
    mountain, STREAKING across the icy slope, and we --

                                                        CUT TO:


192 INT/EXT. VAN ON RAINY RISING BRIDGE - DAY                     192

    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:


193 INT. HOTEL STAIRWELL - NIGHT                                  193

    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:


194 EXT. SNOW-COVERED MOUNTAINS - DAY                             194

    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.


195 EXT. FOREST - SNOW-COVERED MOUNTAINS - CONTINUOUS             195

    Eames is hidden at the base of some trees, whispering as a
    patrol passes beneath his position.
                                                            128.


                       EAMES
             I noticed it twenty minutes ago, at
             first I thought it was just wind --


196 EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS                       196

    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?


197 EXT. MOUNTAINS - THE OTHER SIDE OF THE COMPLEX - CONTINUOUS 197

    Saito and Fischer CLIMB down a CLIFF FACE above the
    complex.

                       SAITO
             We're going as fast as we can.


198 EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS                       198

    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.
                                                           129.


                       COBB
             They need a new route, a direct
             route.

                       ARIADNE
             The building's designed as a
             labyrinth.

                       COBB
             There must be access routes that
             cut through the maze.
                  (into radio)
             Eames?


199 EXT. FOREST - SNOW-COVERED MOUNTAINS - CONTINUOUS             199

    Eames cannot answer, he SLALOMS through the forest, Sub-
    security in hot pursuit, bullets smashing into the trunks.


200 EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS                      200

    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
                                                           130.


             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?


201 EXT. CLIFF FACE BEHIND COMPLEX - CONTINUOUS                   201

    Saito is using a hammer to tap in a belay.

                         SAITO
             Go ahead.

    And we --

                                                        CUT TO:


202 INT/EXT. VAN ON RAINY RAISED BRIDGE - DAY                     202

    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:


203 INT. HOTEL STAIRWAY - NIGHT                                   203

    Arthur RUNS UP the stairs, gun in hand, rounds a corner
    andIMPOSSIBLY, 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:


204 INT/EXT. VAN ON RAINY RAISED BRIDGE - DAY                     204
                                                              131.


    In SLOW MOTION, the van SMASHES THROUGH THE CONCRETE
    BARRIER and we --

                                                           CUT TO:


205 INT. HOTEL CORRIDOR - NIGHT                                      205

    Arthur is SPRINTING down the corridor when a TREMENDOUS
    CRASH sends him FLYING into the air and we --

                                                           CUT TO:


206 EXT. SNOW-COVERED MOUNTAINS - DAY                                206

    A MASSIVE RUMBLE prompts Cobb to look across the valley.


207 EXT. FOREST - SNOW-COVERED MOUNTAINS - CONTINUOUS                207

    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.


208 EXT. CLIFF FACE BEHIND COMPLEX - CONTINUOUS                      208

    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:


209 INT/EXT. VAN - DAY                                               209

    In EXTREME SLOW MOTION, the van emerges from the concrete
    balustrade and starts FALLING and we --

                                                           CUT TO:


210 INT. HOTEL CORRIDOR - NIGHT                                      210
                                                             132.


    Arthur is still FLYING through the corridor, NOT LANDING,
    GRAVITY HAS DISAPPEARED, he scrambles for a handhold,
    GRABBING a sconce and we --

                                                        CUT TO:


211 EXT. SNOW-COVERED MOUNTAINS - DAY                               211

    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.


212 EXT. FOREST - SNOW-COVERED MOUNTAINS - CONTINUOUS               212

    Eames is lying on the snow.

                       EAMES
             What the hell do we do now?

                       COBB (OVER RADIO)
             Finish the job before the next
             kick.

                       EAMES
             What next kick?


213 EXT. SNOW-COVERED MOUNTAINS - CONTINUOUS                        213

    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.


214 EXT. HOSPITAL COMPLEX - CONTINUOUS                              214
                                                             133.


    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.


215 INT/EXT. VAN - DAY                                              215

    In EXTREME SLOW MOTION, the van seems SUSPENDED IN MID-AIR
    TEN STORIES ABOVE THE RIVER and we --

                                                          CUT TO:


216 INT. HOTEL CORRIDOR - NIGHT                                     216

    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:


217 INT. DUCT SYSTEM - HOSPITAL COMPLEX - CONTINUOUS                217

    Saito and Fischer hurry through the duct system. Saito is
    falling behind, coughing up blood.


218 EXT. UPPER TERRACE - HOSPITAL COMPLEX - CONTINUOUS              218

    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.


219 INT. TOP ROOM - SOUTH TOWER - HOSPITAL COMPLEX - CONTINUOUS 219

    A guard is manning the tower. Cobb and Ariadne enter. Cobb
    SHOOTS the guard and moves to the window.

                       ARIADNE
                  (she points)
             That's the antechamber outside the
             strongroom.

    Cobb looks at the large windows of the antechamber.

                         COBB
                                                           134.


             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?


220 EXT. FOREST - SNOW-COVERED MOUNTAINS - CONTINUOUS             220

    Eames is watching the patrols HEAD BACK towards the
    complex.

                       EAMES
             They're heading your way. Like they
             know something.


221 INT. TOP ROOM - SOUTH TOWER, HOSPITAL COMPLEX - CONTINUOUS    221

    Cobb hears this. Concerned.

                       COBB
             Buy us some time.
                                                              135.


                       EAMES (OVER RADIO)
             On my way.


222 EXT. FOREST - SNOW-COVERED MOUNTAINS - CONTINUOUS                222

    Eames TAKES OFF towards the base of the complex. And we --

                                                           CUT TO:


223 INT. ROOM 528 - NIGHT                                            223

    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:


224 INT. DUCT SYSTEM - HOSPITAL COMPLEX - DAY                        224

    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?


225 INT. TOP ROOM - SOUTH TOWER - HOSPITAL COMPLEC - CONTINUOUS 225

    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.


226 INT. DUCT SYSTEM - HOSPITAL COMPLEX - CONTINUOUS                 226

    The SQUELCH from the radio is too loud. Fischer GRABS it
    and turns the volume to zero as he starts to remove the
    grate.
                                                           136.


227 EXT. BASE OF THE HOPISTAL COMPLEX - CONTINUOUS                227

    Eames is setting MINES along the LOWEST WALL of the
    structure. He moves carefully, there is a SHEER DROP below
    the wall.


228 INT. TOP ROOM - SOUTH TOWER - HOSPITAL COMPLEX - CONTINUOUS 228

    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!


229 INT. DUCT SYSTEM - HOSPITAL COMPLEX - CONTINUOUS              229

    Fischer does not see the flashing light on his radio as he
    carefully lifts the grate. He motions for Saito to stay.


230 INT. TOP ROOM - SOUTH TOWER - HOSPITAL COMPLEX - CONTINUOUS 230

    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?


231 INT. ANTECHAMBER - CONTINUOUS                                 231

    Fischer moves into the antechamber, cautious.
                                                             137.


                         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.


232 INT. TOP ROOM - SOUTH TOWER - HOSPITAL COMPLEX - CONTINUOUS 232

    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.


233 INT. DUCT SYSTEM - HOSPITAL COMPLEX - CONTINUOUS                233

    Saito STARTS as he hears the shot. He starts edging
    forwards, clutching his belly. And we --

                                                          CUT TO:


234 INT. ROOM 528 - NIGHT                                           234

    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:


235 INT/EXT. VAN - DAY                                              235
                                                              138.


    In EXTREME SLOW MOTION, the van CREEPS DOWNWARDS, still
    high above the river and we --

                                                           CUT TO:


236 INT. HOTEL CORRIDOR - NIGHT                                      236

    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:


237 INT. DUCT SYSTEM - HOSPITAL COMPLEX - DAY                        237

    Eames steps over Saito, who looks up at him with DYING
    eyes.


238 INT. ANTECHAMBER - HOSPITAL CORRIDOR - DAY                       238

    Eames jumps out of the vent to find Cobb and Ariadne
    standing over the bodies of Fischer and Mal.

                       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
                                                       139.


        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.

                  ARIADNE
        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
                                                           140.


             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 --


239 EXT. COAST - LIMBO - DAY                                      239

    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?

                       COBB
             It was. And this is where she'll
             be.

    And we --

                                                        CUT TO:


240 INT. ELEVATOR SHAFT - DAY                                     240
                                                           141.


    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:


241 INT. ANTECHAMBER - DAY                                        241

    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.


242 EXT. HOSPITAL COMPLEX - CONTINUOUS                            242

    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:


243 EXT. COAST - LIMBO - DAY                                      243

    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.
                                                       142.


                  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 --
                                                            143.


    Cobb leads Ariadne to the entrance of a glass skyscraper.


244 INT. SKYSCRAPER LOBBY - LIMBO - CONTINUOUS                     244

    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.


245 INT. SKYSCRAPER ELEVATOR - LIMBO - CONTINUOUS                  245

    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.


246 INT. PENTHOUSE - LIMBO - CONTINUOUS                            246

    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)
                                                              144.


             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.

                       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:


247 INT. ELEVATOR SHAFT - NIGHT                                      247

    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:


248 INT. PENTHOUSE - LIMBO - DAY                                     248

    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
                                                       145.


        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?

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:
                                                              146.


249 INT. ELEVATOR - NIGHT                                            249

    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:


250 INT. HOSPITAL FORTRESS - DAY                                     250

    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.


251 INT. DUCT SYSTEM - HOSPITAL COMPLEX - CONTINUOUS                 251

    Saito looks up as he hears a Security Guard climbing
    through the duct, he raises his gun, TREMBLING with
    weakness. And we --

                                                           CUT TO:


252 INT. KITCHEN - PENTHOUSE - LIMBO - DAY                           252

    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 --
                                              147.


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.

                  COBB
        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
                                                         148.


        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 --

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
                                                          149.


        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.

                  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
                                                             150.


             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:


253 INT. ELEVATOR - NIGHT                                           253

    Arthur hits "Play" on his music player. Edith Piaf starts
    to ring out, Arthur checks his detonator and we --

                                                        CUT TO:


254 INT. ANTECHAMBER - DAY                                          254

    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.


255 INT. DUCT SYSTEM - HOSPITAL COMPLEX - CONTINUOUS                255

    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.


256 INT. ANTECHAMBER - CONTINUOUS                                   256

    Eames powers up the defibrillator, puts the paddles on
    Fischer's chest, then Pow!- he shocks him, and we --
                                                             151.


                                                          CUT TO:


257 INT. PENTHOUSE - LIMBO -DAY                                     257

    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:


258 INT. ELEVATOR - NIGHT                                           258

    Arthur nods his head in time with the music, counting down,
    holding the detonator. He starts bracing himself, and we --

                                                          CUT TO:


259 INT. ANTECHAMBER - DAY                                          259

    Eames recharges the defibrillator. SHOCKS Fischer again,
    and we --

                                                          CUT TO:
                                                           152.


260 EXT. PORCH, PENTHOUSE - LIMBO - DAY                           260

    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.

                       COBB
                                                              153.


             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 roos, AIMS again at Mal.

    Fischer DROPS as the sky LIGHTS UP WITH ELECTRICITY.
    Fischer SCREAMS, then GASPS, no longer falling, and we are
    --


261 INT. ANTECHAMBER - DAY                                           261

    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.


262 INT. STRONGROOM - CONTINUOUS                                     262

    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:


263 EXT. PENTHOUSE - LIMBO - DAY                                     263
                                                            154.


    Ariadne takes aim at Mal.

                       COBB
             No!

    Cobb holds Ariadne's gaze. She lowers the gun. And we --

                                                        CUT TO:

    Eames GRABS the detonator, then moves to the door of the
    strongroom.

                                                        CUT TO:


264 INT. ELEVATOR - HOTEL - NIGHT                                  264

    Arthur HITS THE DETONATOR.


265 INT. ELEVATOR SHAFT - CONTINUOUS                               265

    The CHARGES on the bottom of the elevator EXPLODE, and we
    move into EXTREME SLOW MOTION as the flames BALLOON.

                                                        CUT TO:


266 INT. STRONGROOM - CONTINUOUS                                   266

    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:
                                                             155.


267 INT. ELEVATOR SHAFT - NIGHT                                     267

    The elevator car is ROCKETED along its track by the
    explosion.


268 INT. ELEVATOR - CONTINUOUS                                      268

    Arthur is SMASHED against the floor of the car next to the
    sleepers who SHUDDER with the force of ACCELERATION and we
    --

                                                          CUT TO:


269 INT. ANTECHAMBER - DAY                                          269

    Eames WATCHES Fischer-

                       EAMES
                  (to himself)
             Come on, come on --


270 INT. STRONGROOM - DAY                                           270

    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.


271 EXT. HOSPITAL COMPLEX - CONTINUOUS                              271

    A line of EXPLOSIONS RIPS ALONG THE LOWER WALL, the ENTIRE
    BUILDING STARTS TO SLIDE DOWN THE MOUNTAIN.


272 EXT. PENTHOUSE - LIMBO - DAY                                    272

    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
                                                           156.


             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
    --


273 INT. ANTECHAMBER - CONTINUOUS                                 273

    Ariadne DROPS as the FLOOR COLLAPSES, her eyes SNAP OPEN.


274 EXT. PENTHOUSE - LIMBO - DAY                                  274

    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.
                                                            157.


    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 --


275 INT. STRONGROOM - CONTINUOUS                                   275

    Fischer and his Father's body DROP AWAY.


276 INT. ELEVATOR - NIGHT                                          276

    Ariadne DROPS inside the ROCKETING ELEVATOR, and as it
    SMASHES INTO THE TOP OF THE SHAFT Ariadne SMASHES into --


277 INT/EXT. VAN INTO RIVER - DAY                                  277

    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.


278 EXT. RIVER - CONTINUOUS                                        278

    Fischer breaks the surface with Browning, who COUGHS and
    GASPS. He starts PULLING for the near bank, struggling
    through the rain-impacted water.


279 INT. VAN - UNDERWATER - CONTINUOUS                             279

    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.


280 EXT. RIVERBANK - MOMENTS LATER                                 280
                                                            158.


    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.


281 EXT. UNDERNEATH BRIDGE IN THE RAIN - MOMENTS LATER             281

    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.

    And we --

                                                         CUT TO:


282 EXT. DAWN - CRASHING SURF                                      282

    The waves TOSS a BEARDED MAN onto wet sand.
                                                           159.


    As the Japanese Security Guard turns him onto his back, we
    realize that this is Cobb OLDER. WEARY. TRAVELLED.


283 INT. DINING ROOM - CASTLE - DAY                               283

    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.

    The top IS STILL SPINNING PERFECTLY, AS IF IT WILL NEVER
    TOPPLE. Saito looks at the top. Then back to Cobb.
                                                            160.


                       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:


284 INT. FIRST CLASS CABIN - 747 - DAY                             284

    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.


285 INT. ARRIVALS - LAX - LATER                                    285

    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.
                                                              161.


    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.

    As Cobb emerges into the crowded arrivals hall, he spots
    Professor Miles, waving at him.


286 INT. KITCHEN - COBB AND MAL'S HOUSE - DAY                        286

    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.