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?

EXT. SNOW-COVERED MOUNTAINS — CONTINUOUS

Cobb looks at Ariadne as he talks into the radio.

COBB

When the van hits the water. I figure Arthur’s got a couple minutes and we’ve got about twenty.

Cobb and Ariadne MOVE towards the base of the complex.

EXT. HOSPITAL COMPLEX — CONTINUOUS

Saito and Fischer RUN around the base of the building. They find a large EXHAUST PORT. Lay a charge on the GRILL. They blow the charge. Climb into the open vent.

INT./EXT. VAN — DAY

In EXTREME SLOW MOTION, the van seems SUSPENDED IN MID-AIR

TEN STORIES ABOVE THE RIVER… and we—


CUT TO:

INT. HOTEL CORRIDOR — NIGHT

In ZERO GRAVITY, Arthur pulls himself to the door of 491,

opens it. He looks at the charges planted on the ceiling.

ARTHUR

How the hell do I drop you?

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


CUT TO:

INT. DUCT SYSTEM, HOSPITAL COMPLEX — CONTINUOUS

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

EXT. UPPER TERRACE, HOSPITAL COMPLEX — CONTINUOUS

Cobb GRABS a Security Guard from behind, strangling him unconscious. He beckons to Ariadne, covering her as she runs towards him. They enter the base of the south tower.

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX — CONTINUOUS

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

ARIADNE

(she points)

That’s the antechamber outside the strongroom.

Cobb looks at the large windows of the antechamber.

COBB

What about the strongroom? Doesn’t it have any windows?

ARIADNE

Wouldn’t be very strong if it did.

(off look)

Look, if you wanted to design it yourself—

COBB

It’s fine. Better hope that we like what Fischer finds in there.

Cobb sets up his sniper rifle. Through the scope he can see three guards on the balcony outside the chamber. Three more inside. Cobb casually picks them off with his rifle. Ariadne watches through binoculars, appalled.

ARIADNE

These projections, they’re part of his subconscious?

COBB

Yeah.

ARIADNE

Are you destroying those parts of his mind?

COBB

No, of course not. They’re just projections.

EAMES (OVER RADIO)

Cobb? Something’s wrong?

EXT. FOREST, SNOW-COVERED MOUNTAINS — CONTINUOUS

Eames is watching the patrols HEAD BACK towards the complex.

EAMES

They’re heading your way. Like they know something.

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX — CONTINUOUS

Cobb hears this. Concerned.

COBB

Buy us some time.

EAMES (OVER RADIO)

On my way.

EXT. FOREST, SNOW-COVERED MOUNTAINS — CONTINUOUS

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


CUT TO:

INT. ROOM 528 — NIGHT

Arthur FLOATS into the room. The SLEEPERS are floating, loosely connected by their tubes. Arthur looks at them, MIND RACING. He PULLS Cobb towards Eames, and we—


CUT TO:

INT. DUCT SYSTEM, HOSPITAL COMPLEX — DAY

Saito and Fischer approach the grate covering the exit to the anteroom. Saito SLUMPS to the floor of the duct, pulls out his radio. Fischer looks at him — he is PALE, SHIVERING.

Fischer takes the radio, WHISPERS into it.

FISCHER (into radio)

We’re here. Are we clear to proceed?

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEC — CONTINUOUS

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

COBB

You’re clear, but hurry — there’s an army headed your way…

Ariadne watches the patrols approaching the complex…

INT. DUCT SYSTEM, HOSPITAL COMPLEX — CONTINUOUS

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

EXT. BASE OF THE HOPISTAL COMPLEX — CONTINUOUS

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

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX — CONTINUOUS

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

COBB

Shit. There’s someone else in there.

Cobb prepares to fire. Ariadne GRABS the radio—

ARIADNE

Fischer, stop! It’s a trap!—

INT. DUCT SYSTEM, HOSPITAL COMPLEX — CONTINUOUS

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

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX — CONTINUOUS

Cobb TENSES to fire.

COBB

Come on… a little lower… a little—

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

ARIADNE

Cobb, that’s not really her—

Cobb turns to her—

COBB

How can you know that?

INT. ANTECHAMBER — CONTINUOUS

Fischer moves into the antechamber, cautious—

FISCHER

I’m in.

Fischer turns up the volume—

ARIADNE (OVER RADIO)

Fischer, look out!—

Mal DROPS gracefully to the floor behind him—

MAL

Hello.

INT. TOP ROOM, SOUTH TOWER, HOSPITAL COMPLEX — CONTINUOUS

Cobb looks at Ariadne—

ARIADNE

Cobb, she’s just a projection. Fischer… he’s real.

Cobb thinks. Nods, TURNS back to the scope — too late — MAL SHOOTS FISCHER — Cobb reflexively pulls the trigger — Mal GOES DOWN — Cobb steps back from the scope, STUNNED.

ARIADNE

Eames? Get to the anteroom now!

They run for the door.

INT. DUCT SYSTEM, HOSPITAL COMPLEX — CONTINUOUS

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


CUT TO:

INT. ROOM 528 — NIGHT

The sleepers are floating in a rough stack, top-and-tailed. Arthur pulls the bedding from the bed and uses the sheet to bind the sleepers together. And we—


CUT TO:

INT./EXT. VAN — DAY

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


CUT TO:

INT. HOTEL CORRIDOR — NIGHT

Arthur PUSHES the floating stack of sleepers to the elevator. He hits the button — the doors open — he pushes them in — GRABS the charges — climbs through the hatch in the ceiling and we—


CUT TO:

INT. DUCT SYSTEM, HOSPITAL COMPLEX — DAY

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

INT. ANTECHAMBER, HOSPITAL CORRIDOR — DAY

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

EAMES

What happened?

ARIADNE

Mal killed Fischer—

COBB

I wouldn’t shoot her.

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

COBB

It won’t do any good—

Eames SHOCKS Fischer’s chest…

COBB

Even if you could revive his body, his mind’s trapped down there. It’s over.

Eames listens for a pulse. Looks up at Cobb.

EAMES

So that it, then? We failed.

COBB

I’m sorry.

EAMES

It’s you who doesn’t get back to your family.

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

EAMES

I wanted to know what was going to happen in there. I think we had this one.

ARIADNE

There’s still a way: We follow Fischer down—

They look at her.

EAMES

We’re almost out of time—

ARIADNE

Down there they’ll be enough time. We’ll find him — soon as you hear Arthur’s music start, you use the defibrillator to revive him — we give him his own early kick from below.

(MORE)

ARIADNE (CONT’D)

Get him in there—

(points to doors)

Then, as the music ends you blow the hospital and we all ride the kick back up through the layers.

Eames looks at her, then to Cobb.

EAMES

Okay, Saito can hold them off while I plant the rest of the charges.

COBB

Saito’s not going to last, Eames.

ARIADNE

We have to try!

EAMES

Go for it, but I’m taking the kick whether you’re back or not…

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

ARIADNE

Can I trust you to do what’s needed? Mal’s down there—

COBB

And I can find her. She’ll have Fischer.

ARIADNE

How do you know?

COBB

She wants me to come after him. She wants me back down there with her.

Cobb rolls up his sleeve. Ariadne rolls up her own sleeve. Eames NODS. Cobb and Ariadne lie down. Eames hits the button— WATER. BUBBLES. DROWNING. And we are—

EXT. COAST (LIMBO) — DAY

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

ARIADNE

This is your world?

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—


CUT TO:

INT. HOSPITAL FORTRESS — DAY

Eames throws a GRENADE, blowing up the security forces trying to ascend the terraces. He DUCKS to the ground to avoid HEAVY FIRE — starts unpacking the charges and setting them along the base of the terraces—

INT. DUCT SYSTEM, HOSPITAL COMPLEX — CONTINUOUS

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


CUT TO:

INT. KITCHEN, PENTHOUSE (LIMBO) — DAY

Mal laughs at Cobb.

MAL

(laughs)

Up above? Listen to yourself. You judged me for believing the very same thing.

Mal points at the children—

MAL

These are our children. Watch.

(turns to the kids)

Hey, James! Philippa?!

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

COBB

They’re not real, Mal. Our real children are waiting for us—

The children run off. Cobb opens his eyes.

MAL

You keep telling yourself that but you don’t believe it—

COBB

I know it—

MAL

And what if you’re wrong? What if I’m what’s real?

Cobb is silent.

MAL

You keep telling yourself what you know… but what do you believe? What do you feel?

Cobb looks at Mal. Struggling.

COBB

Guilt. I feel guilt. And however confused I might get.

(MORE)

COBB (CONT’D)

However lost I might seem… it’s always there. Telling me something. Reminding me of the truth.

MAL

What truth?

COBB

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

MAL

How could you know it was a lie?

COBB

Because it was my lie.

MAL

(realizing)

Because you planted the idea in my mind.

COBB

Because I performed inception on my own wife, then reaped the bitter rewards…

ARIADNE

Why?

COBB

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

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

COBB

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

Cobb turns to Mal, but keeps talking to Ariadne…

INSERT CUT: Cobb WANDERS the streets of Limbo…

COBB

Searching for the right place in her mind…

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—

INT. ANTECHAMBER — DAY

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

EAMES

Get in there — quick!

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

INT. STRONGROOM — CONTINUOUS

Fischer walks into the silent white room. At one end of the room is a bed. A figure lies in the bed. His FATHER. Breathing with tremendous difficulty. Dying. And we-

CUT TO:

EXT. PENTHOUSE (LIMBO) — DAY

Ariadne takes aim at Mal—

COBB

No!

Cobb holds Ariadne’s gaze. She lowers the gun. And we—


CUT TO:

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


CUT TO:

INT. ELEVATOR, HOTEL — NIGHT

Arthur HITS THE DETONATOR—

INT. ELEVATOR SHAFT — CONTINUOUS

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


CUT TO:

INT. STRONGROOM — CONTINUOUS

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

FATHER

(hoarse whisper)

I… was… dis… dis…

FISCHER

I know, Dad. You were disappointed that I couldn’t be you.

The dying man SHAKES HIS HEAD with surprising energy.

FATHER

(whisper)

I was disappointed… that you tried.

Fischer hears this. And we—


CUT TO:

INT. ELEVATOR SHAFT — NIGHT

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

INT. ELEVATOR — CONTINUOUS

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


CUT TO:

INT. ANTECHAMBER — DAY

Eames WATCHES Fischer—

EAMES

(to himself)

Come on, come on…

INT. STRONGROOM — DAY

The Father collapses back onto the pillow. Fischer starts to weep. His Father reaches out a trembling hand but when Fischer tries to hold IT, he SHAKES his son’s hand away…

He is reaching for the SAFE next to his bed. His fingers fumble at the keypad, he can’t open it. His son pushes 5, 2, 8, 4, 9, 1 into the keypad. Opens it. Inside the safe is the WILL. And beside it is a HOMEMADE PINWHEEL, clearly made by a child. By Fischer. He takes it out, MARVELING at it. He turns to his father, but his father is dead.

Eames, watching from the door, HITS THE DETONATOR—

EXT. HOSPITAL COMPLEX — CONTINUOUS

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

EXT. PENTHOUSE (LIMBO) — DAY

A FIERCE WIND starts HOWLING through the house as the sky outside DARKENS. Cobb shields Mal against the blast — looks up at Ariadne, who HOLDS the railing, FIGHTING the wind—

COBB

That’s the kick — you have to go!

ARIADNE

You’re coming!

COBB

No, I’m not. I’m staying here to find Saito.

(turns to Mal)

And to say goodbye.

Ariadne loosens her grip on the railing…

ARIADNE

Don’t lose yourself. Find Saito. And bring him back.

COBB

I will.

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

INT. ANTECHAMBER — CONTINUOUS

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

EXT. PENTHOUSE (LIMBO) — DAY

Cobb holds Mal in his arms. The wind DIES…

MAL

We’d be together forever. You promised me.

COBB

I know. But we can’t. And I’m sorry.

MAL

You remember when you asked me to marry you? You said you dreamt that we’d grow old together.

COBB

And we did…

Mal looks at Cobb… thinking. Remembering.

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

COBB

I miss you more than I can bear… but we had our time together. And now I have to let go…

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

INT. STRONGROOM — CONTINUOUS

Fischer and his Father’s body DROP AWAY—

INT. ELEVATOR — NIGHT

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

INT./EXT. VAN INTO RIVER — DAY

THE WATER, THE VAN CRUNCHING WITH THE IMPACT — WATER CRASHING THROUGH THE BROKEN WINDOWS FLOODING THE INTERIOR…

Fischer’s EYES OPEN, PANICKING — he UNBUCKLES HIMSELF, pushes out of the broken window — STOPS, goes back to UNBUCKLE Browning and DRAG him out.

EXT. RIVER — CONTINUOUS

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

INT. VAN, UNDERWATER — CONTINUOUS

Ariadne, Arthur and Yusuf wait calmly underwater. They are sharing TWO REGULATORS pulled from beneath the front seat. Arthur turns to Saito. There is blood in the water around Saito’s belly — his eyes are LIFELESS — Arthur feels for a pulse… turns to Cobb, whose eyes are lifeless… Ariadne GRABS Arthur’s elbow, pulling him away…

EXT. RIVERBANK — MOMENTS LATER

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

BROWNING

I’m sorry, Robert.

Fischer stares at the rain on the water.

FISCHER

The will means that Dad wanted me to be my own man, not live for him.

(turns to Browning) )

And I’m going to, Uncle Peter.

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

EXT. UNDERNEATH BRIDGE IN THE RAIN — MOMENTS LATER

Arthur sits on the riverbank, breathing heavily.

ARTHUR

What happened?

ARIADNE

Cobb stayed.

ARTHUR

With Mal?

ARIADNE

No. To find Saito.

Arthur looks out at the water below the bridge.

ARTHUR

He’ll be lost…

ARIADNE

No. He’ll be alright.

And we—


CUT TO:

EXT. DAWN. CRASHING SURF.

The waves TOSS a BEARDED MAN onto wet sand.

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

INT. DINING ROOM, CASTLE — DAY

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

SAITO

So… have you come to kill me?

Cobb does not look up.

SAITO

I’ve been waiting for someone to come for me…

COBB

Someone from your half-remembered dream…?

Saito peers at Cobb.

SAITO

Cobb? Not possible — he and I were young men together. And I am an old man…

COBB

Filled with regret?

Saito REMEMBERS, nods…

SAITO

Waiting to die alone, yes.

Cobb is STARING at something on the table.

COBB

I came back for you… I came to remind you of what you once knew…

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

COBB

That this world is not real.

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

SAITO

You came to convince me to honor our arrangement?

COBB

Yes. And to take a leap of faith.

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

COBB

Come back and we’ll be young men together again.

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


CUT TO:

INT. FIRST CLASS CABIN, 747 — DAY

Ariadne watches Cobb. His eyes are closed.

FLIGHT ATTENDANT (O.S.)

Hot towel, sir?

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

FLIGHT ATTENDANT

We’ll be landing in Los Angeles in about twenty minutes. Do you need immigration forms?

Cobb nods. Takes a landing card. Looks around the cabin.

Saito is WATCHING him. Serious. Haunted. Holding Cobb’s gaze, SAITO PICKS UP THE PHONE AND DIALS. Cobb nods thanks…

INT. ARRIVALS, LAX — LATER

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

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

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

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

INT. KITCHEN, COBB AND MAL’S HOUSE — DAY

Cobb enters with Miles. Drops his bags. Moves to the table, looking out at the overgrown garden. He reaches into his pocket, takes out his pewter spinning top, lowers it to the table and SPINS IT — a CHILD’S SHOUT makes him look up—

Through the window, James and Philippa have run into view, playing, THEIR FACES TURNED AWAY… Cobb STARES at the back of his children’s heads… Miles moves to the window and KNOCKS on the glass—

James and Philippa TURN- see their Dad. He steps to the window, watching their BRIGHT FACES SHINING as they run towards him…

Behind him, on the table, the spinning top is STILL SPINNING. And we—

FADE OUT.

CREDITS.

END.

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