EXT. COAST (LIMBO) - DAY

Ariadne lies in the SURF, STARING up at a CLOUDLESS SKY. A tremendous BOOM prompts her to look around her- URBAN BUILDINGS PILED right down to the water. The buildings are DECAYING, falling into the ocean like a GLACIER calving. Cobb WADES towards her through the shallow water. Ariadne looks up at the crumbling city around them.

ARIADNE: This is your world?

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

And we-

CUT TO: INT. ELEVATOR SHAFT - DAY

Arthur floats on top of the elevator, planting small charges on the EMERGENCY BRAKES and CABLE. He sets them, GRABS the other explosives, then PUSHES AWAY, shooting up the shaft. As he hits the DETONATOR, BLASTING the braking and safety systems of the elevator, we move into SLOW MOTION, the fireballs FLAMING OUT in graceful licks and we-

DISSOLVE TO: INT. ANTECHAMBER - DAY

Eames RACES around, full speed- getting the defibrillator paddles- laying them by Fischer's body- he runs into the duct- pulls Saito up to a seated position and hands him a handgun.

EAMES: Come on, Saito. I need you to cover Fischer while I plant the charges.

Saito nods weakly, tries to hold the gun. Eames moves to the window− pulls his machine gun off- checks its load. Ready. He watches the security patrols climb up the outer walls... Eames lays down a HAIL of covering fire- then heads outside-

EXT. HOSPITAL COMPLEX - CONTINUOUS

Eames races along the upper terrace dodging fire- BULLETS SHATTER a window behind him and we move into SLOW MOTION, the glass CASCADING GENTLY and we-
DISSOLVE TO: EXT. COAST (LIMBO)- DAY

Cobb and Ariadne climb out of the waves, full speed. They move into the shadow of the tall, crumbling buildings. The streets are eerily DESERTED. As they move further in, the buildings become NEWER, different. Ariadne marvels at the extraordinary collection of buildings− every architectural style imaginable in waves of FAILED UTOPIAS.

ARIADNE: You built all this?

COBB: We both did.

ARIADNE: It's incredible.

COBB: We built for years. Then, when that got stale, we started in on the memories.

A child's SHOUT echoes through the deserted canyons, prompting Cobb to look down a side street: a LITTLE BLONDE BOY crouched, his back to us. A LITTLE BLONDE GIRL joins the boy, and, as Cobb turns down the street, they run off. Cobb and Ariadne emerge into a peculiar SQUARE lined with an eclectic mix of buildings, from APARTMENT BLOCKS to HOUSES.

COBB: This is our neighborhood.

ARIADNE (confused): From what city?

COBB: No. Our neighborhood. (pointing) That was our first apartment...then we moved to that building...we got that small house when Mal became pregnant.

ARIADNE: You reconstructed them all from memory?

COBB: We had time.

Cobb pauses in front of a French country house. Staring.
ARIADNE: What's that?

COBB: The house Mal grew up in.

ARIADNE: Will she be in there?

COBB: No. Come on-

Cobb leads Ariadne to the entrance of a glass skyscraper.

INT. SKYSCRAPER LOBBY (LIMBO) - CONTINUOUS

Cobb leads Ariadne across the gleaming lobby to the elevators.

COBB: We both wanted a house, but we both loved skyscrapers. In the real world we had to choose. Not here.

INT. SKYSCRAPER ELEVATOR (LIMBO) - CONTINUOUS

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

ARIADNE: How do we send Fischer back?

COBB: We need some kind of kick.

ARIADNE: What?
COBB: I'll improvise.

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

COBB: There's something you have to understand about me. About inception. You see, an idea is like a virus...

Cobb leads her out of the lift...

INT. PENTHOUSE (LIMBO) - CONTINUOUS

Cobb and Ariadne step off the lift and into the incongruous interior of a craftsman house. They cautiously move down the corridor towards the back of the house...

COBB: Resilient...(turns to Ariadne) Highly contagious, and an idea can grow. The smallest seed of an idea can grow to define or destroy your world...

Cobb is staring into the kitchen. Mal is sitting at the table, back to them, staring out at the porch- the TOWERS of Limbo stretching off behind it.

MAL: The smallest idea, such as... "Your world is not real."

Cobb hands Ariadne his gun and moves towards Mal.

MAL: A simple little thought that changes everything...

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

CUT TO: INT. ELEVATOR SHAFT - NIGHT

Arthur FLIES back down the shaft to the top of the elevator, SQUEEZES past the car to the bottom and starts to set the MAIN CHARGES ACROSS THE BOTTOM OF THE CAR, and we-

CUT TO: INT. PENTHOUSE (LIMBO) - DAY

Cobb touches Mal's arm- she TURNS, angry. It is only now that we see that she holds a CARVING KNIFE. Mal looks at Ariadne.

MAL: So certain of your world. Of what's real. Do you think he is-(points at Cobb) Or do you think he's as lost as I was?

COBB: I know what's real.

MAL: What are the distinguishing characteristics of a dream? Mutable laws of physics? Tell that to the quantum physicists. Reappearance of the dead? What about heaven and hell? Persecution of the dreamer, the creator, the messiah? They crucified Christ, didn't they?

COBB: I know what's real.

MAL: No creeping doubts? Not feeling persecuted, Dom? Chased around the globe by anonymous corporations and police forces? The way the projections persecute the dreamer?

Mal puts her hand on his face. Pitying.

MAL: Admit it, Dom. You don't believe in one reality anymore. So choose. Choose your reality like I did. Choose to be here. Choose me.

COBB (rising anger): I have chosen, Mal. Our children. I have to get back to them. Because you left them. You left us.

MAL: You're wrong, Dom. You're confused...our children are here-

A child's SHOUT draws Cobb- James CROUCHES on the porch, back to us. Philippa joins him, also turned away. Cobb watches, moved. Mal leans in close.

MAL (whispers): And you'd like to see their faces again, wouldn't you, Dom?

COBB: Our real children are waiting for me up above.

And we-

CUT TO: INT. ELEVATOR - NIGHT

Arthur scrambles to arrange the sleepers on the floor of the car- as his hand comes away from Saito, he sees BLOOD on it. He looks at Saito's belly- the blood is coming through his shirt. Arthur sticks headphones on sleeping Eames, and we-



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-

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

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

CUT TO: INT. KITCHEN, PENTHOUSE (LIMBO) - DAY

Mal laughs at Cobb.

MAL (laughs): Up above? Listen to yourself. You judged me for believing the very same thing.

Mal points at the children-

MAL: These are our children. Watch. (turns to the kids) Hey, James! Philippa?!

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

COBB: They're not real, Mal. Our real children are waiting for us-

The children run off. Cobb opens his eyes.

MAL: You keep telling yourself that but you don't believe it-

COBB: I know it-

MAL: And what if you're wrong? What if I'm what's real?

Cobb is silent.

MAL: You keep telling yourself what you know... but what do you believe? What do you feel?

Cobb looks at Mal. Struggling.

COBB: Guilt. I feel guilt. And however confused I might get. However lost I might seem... it's always there. Telling me something. Reminding me of the truth.

MAL: What truth?

COBB: That you were wrong to doubt our world. That the idea that drove you to question your reality was a lie...

MAL: How could you know it was a lie?

COBB: Because it was my lie.

MAL (realizing): Because you planted the idea in my mind.

COBB: Because I performed inception on my own wife, then reaped the bitter rewards...

ARIADNE: Why?

COBB: We'd become lost in here. Living in a world of infinite possibilities. A world where we were gods. I realized we needed to escape, but she'd locked away her knowledge of the unreality of this world...

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

COBB: I couldn't make Mal understand that we needed to break free. To die. So I started to search our world...

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

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

COBB: Searching for the right place in her mind...

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

COBB: And when I found that place, that secret place where she had shut away her knowledge years before, I broke it open...

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

COBB: I broke into the deepest recess of her mind, to give her the simplest little idea.

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

COBB: A truth that she had once known, but had chosen to forget...

INSERT CUT: Cobb picks up the totem. He SPINS it in the safe. IT SPINS AND SPINS WITHOUT END. Cobb CLOSES THE DOOR of the safe...

COBB: That her world was not real.

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

COBB (V.O.): That death was a necessary escape.

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

COBB: You're waiting for a train. A train that will take you far away. You know where you hope this train will take you, but you can't know for sure. Yet it doesn't matter...

Mal looks at him across the railroad tracks. Replies-

MAL: Because you'll be together.

The train comes, OBLITERATING the lovers.

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

COBB: I never thought that the idea I'd planted would grow in her mind like a cancer. That even after we woke...

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

COBB: You'd continue to believe that your world was not real...

Crying, Mal nods-

MAL: That death was the only escape?

INSERT CUT: Mal PLUNGES to her death.

MAL: You killed me.

Cobb looks at Mal. Whispers-

COBB: I was trying to save you-I'm sorry.

Mal comes in close to Cobb. Looks him over.

MAL: You infected my mind. You betrayed me. But you can make amends. You can still keep your promise. We can still be together... right here. In our world. The world we built together.

CUT TO: INT. ELEVATOR - NIGHT

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

CUT TO: INT. ANTECHAMBER - DAY

Eames races back in- in the relative quiet he notices MASSIVE LOW-E MUSICAL TONES. He drops his gun and goes to Fischer's side...

INT. DUCT SYSTEM, HOSPITAL COMPLEX - CONTINUOUS

Saito musters all his remaining strength as the guard emerges- Saito FIRES, dropping the guard, then COLLAPSES, the gun clattering to the duct floor... Saito is dead.

INT. ANTECHAMBER - CONTINUOUS

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

CUT TO: INT. PENTHOUSE (LIMBO)-DAY

LIGHTNING crackles across the sky- Ariadne sees it.

ARIADNE: We need Fischer.

MAL: You can't have him.

Cobb stares at Mal. Mesmerized.

COBB: If I stay, can she take him back?

ARIADNE: Cobb, what are you saying?

MAL: Fischer's on the porch.

ARIADNE: Cobb, you can't do this.

COBB: Go check he's alive, Ariadne.

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

CUT TO: INT. ELEVATOR - NIGHT

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

CUT TO: INT. ANTECHAMBER - DAY

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

CUT TO: EXT. PORCH, PENTHOUSE (LIMBO) - DAY

Ariadne looks up as a LARGE BOLT OF LIGHTNING RIPS across the sky... she looks down to see Fischer, BOUND AND BLOODY, lying below the rail.

ARIADNE: He's here. And it's time. But you have to come with us.

Another massive lightning strike flickers across the sky-

ARIADNE: Cobb, I'm not going to let you lose yourself in here! You have to get back to your children!

COBB: Send Fischer, I have to stay-

ARIADNE: You can't stay here to be with her-

Cobb turns from Mal. Looks at Ariadne.

COBB: I'm not. Saito is dead by now. That means he's here. I have to stay here and find him.

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

COBB: I can't stay here to be with her because she's not real.

Mal looks at Cobb, furious.

MAL: Not real? I'm the only thing you do believe in anymore. Here-doesn't this feel real, Dom?

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

COBB: I wish you were. But I couldn't make you real. I'm not capable of imagining you in all your complexity and... perfection. As you really were. You're the best I can do. And you're not real.

Mal pulls the knife and moves to STRIKE again-

ARIADNE: No!

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

COBB: What're you doing?

ARIADNE: Improvising.

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

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