"INCEPTION" (2010)

INCEPTION

By

Christopher Nolan

SHOOTING SCRIPT

FADE IN:

DAWN. CRASHING SURF.

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

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

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

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

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

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

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

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

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

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

The Elderly Japanese Man STARES at the top mesmerized.

MOVE IN on the GRACEFULLY SPINNING TOP...

The Elderly Japanese Man STARES, remembering...

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

Cobb gestures at their feast with his wine glass-

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

Saito looks at Cobb, curious.

Cobb leans forwards. Holding Saito’s gaze.

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

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

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

And we-

FILTHY BATHROOM - DAY (FEELS LIKE DIFFERENT TIME)

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

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

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

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

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

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-

Another EXPLOSION- Nash CHECKS the sleeping Cobb and we-

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 nods. Then spots someone over Cobb's shoulder.

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

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

She turns to look at him. Amused.

She smiles. He leans in, mesmerized.

She stares up at him, inviting.

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

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

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

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.

Cobb TIES the rope around the CHAIR LEGS.

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

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

Cobb tosses the rope out-

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

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

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

Suddenly he starts DROPPING-

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

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

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.

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.

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.

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

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

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.

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

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

Mal COCKS the gun at Arthur's temple.

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

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-

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

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

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-

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

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

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

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

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

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

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-

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

Cobb is SMASHED sideways off his feet...

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

Saito's eyes FLICKER OPEN. AWAKE.

Nash SMACKS Cobb again-

Arthur crouched by Saito, connects the second tube.

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

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-

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-

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

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-

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.

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.

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

Saito is silent.

Arthur looks over at Cobb, worried.

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

Saito's eyes are on the floor.

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

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

And we-

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-

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

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.

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

When he NOTICES SOMETHING. And starts LAUGHING.

Cobb’s eyes flick to the carpet and back.

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

Cobb glares at Nash, and we-

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

Saito turns from the carpet to look up at Cobb.

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

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

Arthur checks the remaining three countdowns, and we-

Saito gets to his feet, looking admiringly at Cobb.

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

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

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

Saito turns to Nash-

Saito turns back to Cobb, BUT COBB HAS VANISHED-

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-

Nash’ eyes open, AWAKE.

Nash BLINKS. Arthur is in his face, furious.

Cobb pulls Arthur away from Nash.

Arthur moves to the briefcase. Turns a dial.

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-

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.

The BULLET TRAIN speeds through the lush landscape.

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.

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

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-

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...

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

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 TENSES, as if about to SMASH the phone.

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

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.

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

Cobb looks up.

Cobb and Arthur head towards the elevator.

Arthur looks at Cobb. Nods. Sympathetic.

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.

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

Saito's BODYGUARD offers Cobb a GUN.

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.

Saito looks out at the city slipping by.

Arthur raises his eyebrows. Cobb is poker-faced.

The helicopter sets down next to a PRIVATE JET.

Saito indicates the plane.

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

Cobb turns back to Saito.

Cobb considers this. Arthur touches his arm.

Cobb looks at Saito. Barely nods.

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

Arthur is taken aback. Cobb turns to the window.

Cobb looks at Arthur. Closed. Arthur shrugs.

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

PROFESSOR MILES looks up, squinting. Recognizes Cobb.

Cobb steps down past the empty wooden rows.

Cobb hand Miles the shopping bag.

Miles looks at Cobb.

Cobb shifts slightly.

Miles realizes something.

Miles looks at Cobb, sad.

Miles looks at Cobb. Appalled.

Miles looks down, fiddles with his papers.

Miles looks Cobb in the eye. Decides.

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

A young woman carrying books turns. This is ARIADNE.

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

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.

Ariadne raises her eyebrows.

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

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

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.

She traces straight lines, CONCENTRATING...

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

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

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

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

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

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...

Cobb and Ariadne sit at an outdoor table.

Cobb leans forwards and draws on the paper table cloth.

Cobb has drawn a circle made of two arrows.

Cobb draws a straight line between the two arrows.

Ariadne gestures around them-

Ariadne trails off, confused.

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

Cobb nods. The RUMBLE is BUILDING.

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

Ariadne JOLTS awake.

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

And we-

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

Ariadne looks at the passers-by.

Ariadne wonders at the detail of the street.

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.

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

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.

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

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

Cobb pauses, thinking. Remembering.

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

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

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

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

A passerby GRABS Ariadne's shoulder-

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.

As Mal walks, she pulls out a LARGE KNIFE-

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

Ariadne WAKES, BREATHING HARD. Arthur moves to her-

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

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

Arthur nods, pulling off Ariadne's tubes.

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

Ariadne looks at Arthur, puzzled.

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

Arthur holds out a DIE.

Ariadne reaches for it- Arthur snatches sit away-

Cobb’s spinning top WOBBLES OVER.

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

Ariadne thinks this over.

Ariadne gets to her feet. Walks away.

Arthur turns. Cobb is standing in the bathroom doorway.

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.

Eames looks up to see Cobb.

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

Eames loses.

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.

Eames GRABS the chip. Hands it to the cashier.

Eames takes his money. Smiles at Cobb.

Eames leads Cobb down the quiet street.

Eames looks at Cobb, offended.

A ramshackle balcony overlooking a bust street. Eames pours.

Eames’s glass stops halfway to his mouth.

Cobb shakes his head.

Cobb glances over the balcony.

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

The Businessman looks up, awkward.

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

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

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.

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

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

Arthur picks up his mechanism.

Ariadne nods, takes off her coat and we-

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

A SECRETARY DROPS some papers as they pass...

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

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

Ariadne looks around. Sees people LOOKING at Arthur.

Arthur turns to Ariadne. Gentle.

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

Saito looks at Cobb.

Saito considers Cobb. Shrugs.

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

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

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

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.

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

Yusuf chases a CAT off Saito's chair.

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

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

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

Yusuf WHIPS the bottle away from Cobb, offended.

Yusuf holds the bottle to the light, marveling.

Yusuf puts the bottle back onto the shelf. Sits.

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

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

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

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

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

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.

Saito surveys the room, appalled.

Cobb STARES at the sleepers. Uneasy.

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

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

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

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-

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-

Cobb's eyes open. Yusuf is watching him.

Cobb nods. Gets to his feet, looking around-

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

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

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.

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

Cobb looks up with a start. Caught out.

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

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

Cobb pulls out his spinning top. Looks at it.

Ariadne indicates three large ARCHITECTURAL MODELS.

Cobb says nothing.

Cobb says nothing.

Cobb looks at her, deciding what to say.

Cobb thinks.

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

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

Cobb opens a large presentation pad.

Cobb turns to the team.

Eames thinks. Paces. Looking back at the board.

Arthur shrugs, frustrated. And we-

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

Two AFRICAN PEDESTRIANS wander into view.

Eames shakes his head. Cobb turns to Yusuf.

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

Browning turns to the lawyer. Calm, but POWERFUL.

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

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.

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

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 looks at Fischer, considering. Biding his time.

Eames WATCHES Browning, STUDYING his every move .

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

In the mirror: BROWNING GESTURES BACK.

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

They turn to Saito.

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

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

Cobb chews this over. Arthur comes over.

Everyone turns to Saito.

And we-

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

Yusuf clears his throat.

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

Eames SLAPS Arthur, HARD. Arthur does not stir.

Arthur unconsciously rubs his cheek.

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

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

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

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.

Arthur thinks, nodding slowly.

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

Arthur goes down with a CRASH, JERKING AWAKE-

Arthur thinks this through.

Arthur looks at Cobb, getting it.

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-

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

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...

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-

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 guides her back into the elevator.

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.

Cobb stares at his family.

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

The elevator descends.

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

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

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

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.

A slightly older girl RUNS into view.

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

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

Cobb nods, turns from the window-

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

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

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

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-

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.

Ariadne TURNS. Mal is there.

Mal moves slowly towards Ariadne...

Mal glides around Ariadne, looking her over.

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

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

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-

Cobb pushes a button and the elevator starts to rise.

Mal THROWS herself against the grill, and. we-

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

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

Cobb gets up. Ariadne comes over to him.

Cobb looks at Ariadne. Turns to Saito.

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

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 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.

The 747 HURTLES down the runway.

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.

Fischer looks up.

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

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

Fischer takes a beat. But Cobb seems harmless.

The Flight Attendant brings their drinks- Cobb takes them.

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

Fischer grants him a smile.

The great plane SOARS through a burning cloudscape.

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-

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

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

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

The front door OPENS and Eames climbs in, soaked.

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

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

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

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

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.

Eames JUMPS in from the other side.

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

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

Eames smiles at this.

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

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 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-

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

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

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

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

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

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

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

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

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

Arthur pulls the bloody Saito from the front seat.

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

Cobb GRABS Eames's arm.

Eames looks at Yusuf, then to Cobb.

Eames moves to Cobb. Looks him in the eye.

Cobb says nothing. Saito groans more loudly.

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

Arthur turns to Cobb.

Arthur turns to Yusuf, hostile.

Arthur turns to Cobb.

Cobb grabs Arthur.

Saito groans. Cobb looks at him-

Eames and Arthur weigh this.

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

Fischer looks at Cobb, unnerved.

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

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.

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.

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

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

Another cry rings out. Fischer recognizes the voice.

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 leaves.

Browning thinks for a minute. Realizes something.

Browning (Eames) takes this in.

Browning can say nothing.

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

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

Saito nods, breathing hard.

Cobb looks at her. Grave.

Cobb looks down at Saito sadly.

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

Cobb says nothing. Ariadne pulls him away from Saito.

Cobb stares back at Ariadne. Saying nothing.

Cobb looks at her. Thinking it through.

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

Cobb pauses before he answers. Looks at Ariadne.

Ariadne stares at him, incredulous.

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

INSERT CUT: COBB AND MAL WALK THROUGH A DESERTED CITY.

INSERT CUT:

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

Mal places the top inside the safe. LOCKS IT AWAY...

Cobb is trying to calm Mal, who is hysterical.

Ariadne looks at Cobb, appalled.

Cobb has to look away.

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

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

Cobb walks along, checking door numbers against a key.

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.

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.

She KICKS off a shoe and watches it DROP.

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

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

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

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

Cobb stares as he remembers.

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

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

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

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 looks across at Ariadne.

Cobb says nothing.

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

Browning puts his hand on Fischer’s shoulder.

Cobb OPENS the door. Arthur is behind him.

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

He holds the phone to Fischer’s mouth.

Cobb SWINGS the gun onto Browning-

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

Arthur puts SACKS over their heads.

Cobb and Arthur drag Fischer and Browning to the van-

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.

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

Cobb motions for Yusuf to follow his upstairs.

Arthur lines up a shot through the window-

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

They climb into the van-

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

Eames takes this in.

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

Arthur puts the mechanism onto the front seat.

Nods all round.

Yusuf hits a button and we-

Fischer nurses a drink. Staring at the ice cracking.

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

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

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

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

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

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

Fischer glances at the napkin: “528-491.”

Arthur watches the Sub-security follow the Blonde.

Cobb turns to Fischer.

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

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

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

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

The Blonde fondles Saito’s lapels, getting close.

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.

A SHUDDER ripples through the elevator.

And we-

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-

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

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 regains his patter- the patrons lose interest...

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.

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

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

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

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

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-

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

A TREMOR runs through the bar- Cobb looks around-

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.

And we-

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-

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

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

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

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

As Fischer considers this we-

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

The building gradually EASES BACK INTO ALIGNMENT-

The bar patrons start to ignore Cobb again.

Fischer takes this in. Then looks at the Security Men approaching across the crooked floor, he nods at Cobb-

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-

Fischer stumbles in- turns to Cobb, angry-

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.

Cobb turns to Fischer, calm. Convincing.

Fischer looks: the Second Man was holding a pistol. Cobb opens the First Man’s jacket to show Fischer his holster and sidearm.

Cobb pulls out the gun and HANDS it to Fischer.

Fischer remembers something.

Fischer raises the gun towards his head-

Fischer lowers his gun.

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.

Arthur leads Ariadne to a particular room: 491.

Arthur leads Ariadne in. He opens the closet, opens the room safe, pulls our FOUR BRICKS OF PLASTIC EXPLOSIVE.

Cobb looks reassuringly at Fischer.

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

Arthur finishes setting the charges.

Saito moves through the lobby. Browning is coming in the other direction. Saito assumes him to be Eames.

Eames comes up behind Browning, catching Saito’s eye.

Browning moves off. Saito approaches Eames.

Cobb leads Fischer around a corner. Arthur and Ariadne are waiting in the corridor.

Fischer starts looking at room numbers. Stops at 528. Cobb draws his gun, steps back from the door and KICKS it open.

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 holds up a MECHANISM CASE. Cobb shows it to Fischer.

Fischer’s eyes roam over the dials and plungers.

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.

Cobb pulls the key from Browning’s hand: ROOM 528.

Fischer shakes his head. Looks at Browning. Thinking.

Browning looks up at Fischer.

Fischer takes this in. Devastated.

Fischer turns to Cobb.

Cobb looks at Browning.

Cobb nods at Arthur, who starts unpacking the mechanism. Browning watches. Silent.

Cobb rolls up his sleeve. Nods at Fischer to do the same.

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 hits buttons on the mechanism. The team goes out one by one. Cobb is last.

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-

CLOSE ON Cobb’s face, staring. Fixed.

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.

Cobb turns to her. Eames, Saito and Fischer arrive, SKIING down from the hill above. Cobb pulls Eames out of Fischer’s earshot.

Eames looks as Cobb, uneasy. Ariadne comes over.

They turn to Saito. Saito shrugs at Eames. Eames smiles.

Cobb moves to Fischer. Saito COUGHS. SPITS. Eames sees BLOOD on the snow. Looks at Saito.

Cobb taps Fischer’s radio mike.

Cobb slips into his skis, shoulders his rifle.

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...

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-

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-

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-

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-

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

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-

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

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 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...

Arthur RACES down the steps- OPENS the door to the fourth floor- spots SECURITY MEN outside room 491.

They TURN- he DARTS back into the stairwell- RACES down the stairs- the Security Men follow- they start SHOOTING, and we-

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

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

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

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...

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-

Arthur STOPS, hearing something- MASSIVE LOW-END MUSICAL TONES- he looks up PANICKED-

SHOTS slam into the stairs around him and we-

Cobb and Ariadne make their way down towards the complex.

Cobb listens. The wind sounds unusually LOW.

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

Cobb is listening intently. The “wind” changes pitch.

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

Ariadne looks at Cobb, concerned.

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

Cobb turns to Ariadne.

Ariadne looks at Cobb.

Saito is using a hammer to tap in a belay.

And we-

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-

Arthur RUNS UP the stairs, gun in hand- rounds a corner and- IMPOSSIBLY- arrives behind the Security Man, who looks at him, CONFUSED, then looks down to realize he is now at the edge of a dangerous drop- Arthur shrugs.

Arthur PUSHES him over the edge- he falls- Arthur races up to the fourth floor- throws open the door- and we-

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

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

A MASSIVE RUMBLE prompts Cobb to look across the valley-

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-

Saito hears the RUMBLE above them. He looks down, Fischer is below, near the bottom of the sheer face-

Saito CUTS the rope- they FALL- HIT the icy face and SLIDE down the slope, clearing the path of the avalanche- and we-

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

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

Cobb watches the avalanche cloud slide past the complex.

Eames is lying on the snow.

Cobb looks at Ariadne as he talks into the radio.

Cobb and Ariadne MOVE towards the base of the complex.

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.

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

In ZERO GRAVITY, Arthur pulls himself to the door of 491, opens it. He looks at the charges planted on the ceiling.

He PULLS the charges from the ceiling. Hurrying. And we-

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

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.

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

Cobb looks at the large windows of the antechamber.

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.

Eames is watching the patrols HEAD BACK towards the complex.

Cobb hears this. Concerned.

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

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-

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.

Cobb SCANS the anteroom through the scope-it looks clear.

Ariadne watches the patrols approaching the complex...

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

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

Cobb SPOTS something through his scope. Somethingabovethe main windows, glimpsed through the side of the skylight.

Cobb prepares to fire. Ariadne GRABS the radio-

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

Cobb TENSES to fire.

COBB FREEZES- IT IS MAL IN HIS SIGHTS. Ariadne puts up her binoculars. Spots Mal. Fischer is climbing out of the vent...

Cobb turns to her-

Fischer moves into the antechamber, cautious-

Fischer turns up the volume-

Mal DROPS gracefully to the floor behind him-

Cobb looks at Ariadne-

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.

They run for the door.

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

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-

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

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-

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

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

Eames grabs a defibrillator from the wall and pulls Fischer’s jacket open-

Eames SHOCKS Fischer’s chest...

Eames listens for a pulse. Looks up at Cobb.

Eames looks down at Fischer. Then over to the double doors.

They look at her.

Eames looks at her, then to Cobb.

Eames pulls the mechanism from his pack. Offers it to Ariadne. Cobb watches. Silent. Ariadne pulls out the tubes-

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-

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.

And we-

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-

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.

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-

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-

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.

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 pauses in front of a French country house. Staring.

Cobb leads Ariadne to the entrance of a glass skyscraper.

Cobb leads Ariadne across the gleaming lobby to the elevators.

Cobb pulls out his handgun, and a ziplock bag full of bullets.

Cobb COCKS his weapon, and the ELEVATOR STOPS. The doors open. Ariadne moves to exit, Cobb stops her.

Cobb leads her out of the lift...

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 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.

Cobb hands Ariadne his gun and moves towards Mal.

Ariadne watches as Cobb sits down beside Mal. And we-

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-

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 puts her hand on his face. Pitying.

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.

And we-

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-

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-

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

Mal laughs at Cobb.

Mal points at the children-

The children START TO TURN to us- BUT COBB CLOSES HIS EYES.

The children run off. Cobb opens his eyes.

Cobb is silent.

Cobb looks at Mal. Struggling.

INSERT CUT: Mal opens the doll's house. Takes the spinning top, lies it down in the safe. LOCKS IT AWAY.

Cobb turns to Mal, but keeps talking to Ariadne...

INSERT CUT: Cobb WANDERS the streets of Limbo...

INSERT CUT: Cobb stops outside the VICTORIAN HOUSE, MAL'S CHILDHOOD HOME, looking up at it. He heads inside...

INSERT CUT: Cobb looks around Mal's childhood bedroom. Comes to the doll's house...

INSERT CUT: Cobb throws open the safe doors. Sitting on the shelf of the safe is a spinning top. On its side.

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...

INSERT CUT: COBB AND MAL ARRIVE AT TRAIN TRACKS CUTTING THROUGH WASTELAND.

They lie on the tracks looking into each other's eyes. Mal is crying. Cobb takes her hand, reassuring. He starts to speak-

Mal looks at him across the railroad tracks. Replies-

The train comes, OBLITERATING the lovers.

Back in the present- Cobb looks into Mal's eyes. She is crying.

INSERT CUT: Cobb looks around the HOTEL SUITE, confused. He moves to the CURTAINS... Mal is on the ledge opposite.

Crying, Mal nods-

INSERT CUT: Mal PLUNGES to her death.

Cobb looks at Mal. Whispers-

Mal comes in close to Cobb. Looks him over.

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

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...

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.

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

LIGHTNING crackles across the sky- Ariadne sees it.

Cobb stares at Mal. Mesmerized.

Ariadne moves onto the porch, high above the metropolis, and we-

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

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

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.

Another massive lightning strike flickers across the sky-

Cobb turns from Mal. Looks at Ariadne.

Ariadne removes Fischer's gag- pulls him up, onto the rail. Cobb looks back at Mal.

Mal looks at Cobb, furious.

She STABS him in the chest- Cobb WHEEZES- GASPING, looking at Mal-

Mal pulls the knife and moves to STRIKE again-

A SHOT rings out, Mal GRABS her shoulder- Cobb turns to Ariadne, who is pointing Cobb's gun.

She KICKS Fischer off the roof- AIMS again at Mal-

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

Eames pulls the defibrillator from Fischer's chest as he COUGHS AWAKE.

Fischer looks up at the double doors. STAGGERS to his feet. Fischer pushes open the doors to the STRONGROOM.

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-

Ariadne takes aim at Mal-

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

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

Arthur HITS THE DETONATOR-

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

A RUMBLE BUILDS as Fischer approaches the bed, overcome with emotion. His Father sees him. Starts trying to speak. Fischer leans in...

The dying man SHAKES HIS HEAD with surprising energy.

Fischer hears this. And we-

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

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

Eames WATCHES Fischer-

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-

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

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-

Ariadne loosens her grip on the railing...

Ariadne lets the wind pull her off the edge- FALLING- and we-

Ariadne DROPS as the FLOOR COLLAPSES- her eyes SNAP OPEN-

Cobb holds Mal in his arms. The wind DIES...

Mal looks at Cobb... thinking. Remembering.

INSERT CUT: TWO ELDERLY PEOPLE (MAL AND COBB) WALK THROUGH LIMBO... ACROSS A WASTELAND... TWO ELDERLY HANDS CLUTCH EACH OTHER AS THEY LIE DOWN ON THE RAILROAD TRACK...

She nods, weakly. Cobb holds Mal as her eyes close... DYING... and we-

Fischer and his Father’s body DROP AWAY-

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

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.

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

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...

Fischer turns Browning/Eames over. They lie there, exhausted.

Fischer stares at the rain on the water.

Browning nods. Wipes the rain from his face. In the puddle beside them, the reflection is not Browning, but Eames.

Arthur sits on the riverbank, breathing heavily.

Arthur looks out at the water below the bridge.

And we-

The waves TOSS a BEARDED MAN onto wet sand.

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

Cobb WOLFS his food. The Elderly Japanese Man (Saito, 90 years old) watches him.

Cobb does not look up.

Saito peers at Cobb.

Saito REMEMBERS, nods...

Cobb is STARING at something on the table.

Cobb gestures at the table. Saito follows his gaze down to the polished surface of the table...

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

As Saito-san listens to Cobb, he looks at the GUN on the table between them...

The elderly Saito looks at Cobb. Nods. And we-

Ariadne watches Cobb. His eyes are closed.

His EYES FLICKER OPEN. He takes the towel with a nod. Ariadne smiles. Relieved.

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...

Cobb steps forwards to the IMMIGRATION OFFICIAL. Hands him his passport. Nervous. The Official takes a beat, looks Cobb up and down, then WHUMP!- the passport is stamped. As Cobb takes it back, he spots Ariadne at the next counter. She nods at him. He nods back. Then moves off...

As Cobb passes through baggage claim, he exchanges subtle greetings with Eames and Yusuf.

Arthur smiles broadly at Cobb. Cobb brushes past Fischer, who glances back at him as if thinking maybe he should know him, then moves on...

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

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-

CREDITS.

END.