Plot Outline of “Inception”

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Beats Acts Action Sequences Beat Description Storylines
1
1
Teaser of Act 12. Cobb searches for Saito in limbo and wants to set him free.
Teaser of Act 12. Cobb searches for Saito in limbo and wants to set him free.
A security guard finds Cobb washed up on a beach below a Japanese castle. The security guard searches him and finds a gun and a spindle top, then the security guard calls for a jeep.
Cobb A
Saito
2 The security guard meets Saito in the dining room of the castle and tells Saito that Cobb wanted to speak to Saito, and he was carrying a gun and a spindle top.
3 Saito says he remembers the spindle top from a half forgotten dream. Saito starts to remember his past. VO of Cobb asking, “What’s the most resilient parasite?”
4
2
The Team wants to extract info from Saito’s mind. They fail, and Saito offers Cobb a job.
In level 2 of the dream world, Cobb states his quest to steal info from Saito’s dream. Years earlier, Saito and Cobb sit at the same table. Cobb and Arthur unsuccessfully tries to convince Saito to hire him to train him to resist extraction, someone coming into your dream and stealing your most valuable secrets. Cobb mentions a safe, and Saito briefly looks towards a hidden safe. Saito leaves the room, and the room starts shaking like there’s a small earthquake. The time on Cobb’s watch is practically frozen still. Cobb A
Saito
Arthur
5 In level 1 of the dream world, Cobb’s team manages the extraction. Nash watches Cobb, Arthur and Saito sleeping in a dirty hotel room. Cobb is sitting unconscious in a chair above a bath tub full of ice water. All the sleepers are connected to dream machines. Outside a violent riot is happening on the street. The time on a clock moves abnormally slow. Nash
Cobb A
Arthur
Saito
6 In the real world, Todashi manages Cobb’s team. In a bullet train, Todashi watches Nash, Cobb, Arthur, and Saito sleeping connected to dream machines. The time on Todashi’s watch moves at regular speed. Todashi
Nash
Cobb
Arthur
Saito
7
In level 3 of the dream world, Cobb is double crossed by Mal. Leading to a failure in Cobb’s plan.
On a terrace of the castle, Cobb and Arthur suspect Saito knows he’s dreaming. Cobb says Saito’s secrets are in the safe. Mal shows up and taunts Cobb. Arthur says they have a job to do and leaves. Cobb tells Mal he can’t trust her anymore. Cobb A, B
Arthur
Mal
8 In a bedroom in the castle, Cobb ties a bedsheet rope to a chair Mal is sitting in so he can climb down the outside wall of the castle to another room. Mal asks Cobb if their children miss her, and Cobb says yes. Cobb A, B
Mal
9 While repelling down the wall, Cobb falters when Mal gets off the chair. Cobb recovers and enters the dining room he was in previously in. He shoots a guard in the head and opens the safe and removes an envelope. Then he is caught by Mal, Saito and more guards. Cobb A. B
Mal
Saito
10 Mal and Saito demand Cobb give them the envelope, his gun and the name of his employer (Cobol Inc.). Cobb gives them a fake envelope and puts his gun on the table. A guard brings in Arthur, and Mal shoots him in the leg to motivate Cobb to talk. Cobb grabs his gun back and shoots Arthur in the head. There is a massive earthquake. Mal
Saito
Cobb A, B
Arthur
11 In level 1 of the dream world, Arthur wakes up and tries to recover from the failure. Arthur wakes up in the filthy bedroom. Nash says he’s awake too soon, and Arthur grabs another dream machine to “reconnect the loop” before the others wake up. Arthur
Nash
Saito
12 In level 2 of the dream world, Cobb experiences the repercussion of failure. Cobb runs out of the castle dining room as the building falls apart. Cobb reads the contents of the envelope as he runs. In the dining room, Mal opens the other envelope and discovers it’s a fake. Cobb A, B
Mal
13 In level 1 of the dream world, Saito begins experiencing the repercussion of Cobb’s failure. In the filthy bedroom Saito begins to wake as Arthur frantically hooks himself up to another dream machine. Arthur says he’s not going to be able to reconnect the loop and orders Nash to wake Cobb. Nash slaps Cobb. Saito
Arthur
Nash
Cobb
14 In level 2 of the dream world, Saito experiences more repercussions of Cobb’s failure, which brings him to level 1. In the castle, Cobb is thrown across the room from Nash’s slap. A piece of ceiling falls on Saito, crushing him. Cobb A
Saito
15
In level 1 of the dream world, Cobb enacts his backup plan to get Saito’s info.
In the filthy hotel room, Saito wakes up and puts a gun to Arthur’s head as Arthur fumbles with the dream machine. Saito
Arthur
16 In the filthy hotel room, Nash dunks Cobb into the icy bath water. In the castle, Cobb frantically tries to read the contents of the envelope while guards shoot at him and water explodes through the doors and windows of the castle. When the water hits him, Cobb wakes up in the filthy hotel room’s bath tub. Nash
Cobb A
17 Saito runs in the bathroom and knocks down Nash. Cobb jumps out of the bathtub and punches Saito, knocking the gun out of his hand. Saito
Nash
Cobb A
18 Gun in hand, Cobb demands Saito tell him “the key piece of information” that wasn’t in the contents of the envelope in the castle. Saito mentions this hotel room is where he goes to have an affair with a married woman. Cobb A
Saito
19 In the real world, Todashi enacts step #1 of the plan to wake up Cobb’s team. In the bullet train, Todashi checks his watch and puts a pair of headphones on Nash’s ears and pulls out an MP3 player. Todashi
Nash
20 In level 1 of the dream world, Saito states his goal for letting Cobb’s team in his dream. In the filthy hotel room, Cobb asks Saito why he let them in his dream only to withhold the key piece of information. Saito says this was an audition, which Cobb failed because his deception was obvious. Cobb
Saito
21 In the dream world, Todashi enacts step #2 of the plan to wake up Cobb’s team. In the bullet train, Todashi opens a dream machine with syringes, controllers and timers. When the first timer hits 30, Todashi hits play on the MP3 player and raises the volume as he watches Nash face. Todashi
Nash
22 Cobb states the stakes of failing his plan to steal Saito’s info and enacts a new plan. In the filthy hotel room, music fills the air. Saito tells Cobb to give up, and Cobb says Cobol Inc. will kill them if they fail. Cobb throws Saito to the ground and puts the gun to Saito’s head and threatens him, but when Saito notices the carpet is the wrong texture. Saito
Cobb
23 In the real world, Todashi enacts step #3 of the plan to wake up Cobb’s team. In the bullet train, Todashi sees a counter on the dream machine reach zero, and Arthur starts to awaken. Todashi
Arthur
24 In the dream world, level 1, Saito realizes he’s dreaming, which means Cobb failed, but this is a false failure, since it impresses Saito, which is the condition Cobb needs to fulfill to pass Saito’s test. In the filthy hotel room, Saito realizes and tells Cobb he’s still dreaming, which impresses him. He says Cobb has lived up to his reputation. Cobb looks to Arthur and realizes he’s vanished. Saito
Cobb
Arthur
25 In the real world, Todashi enacts step #4 of the plan to wake up Cobb’s team. In the bullet train, Arthur wakes up and checks the other counters. Arthur
Cobb A
Saito
Nash
26 In level 1 of the dream world, Cobb experiences the repercussion of his failure. Saito stands and muses that he’s in a dream within a dream. Cobb lowers his gun, knowing he has no more leverage. As the music plays in the air, rioters bang on the door. Saito
Cobb A
27 In the real world, Todashi enacts step #4 of the plan to wake up Cobb’s team. In the bullet train, Arthur watches another counter reach zero. Arthur
Cobb A
28 In level 1 of the dream world, Saito and Nash explain/show how dream walks end. Saito says if this is his dream, they should be playing by his rules. Cobb vanishes, and Nash says they’re in his dream as rioters break down the door and overwhelm Nash. The music dies, and the light starts to fade. Saito
Cobb
Nash
29
In the real world, Cobb’s team flees as Saito wakes up.
In the bullet train, Nash wakes up and is shamed by Arthur for failing his duty as an architect and getting the carpet wrong. Cobb gives Saito more sedative and then packs up their stuff and pays Todashi. Cobb, Arthur and Nash exit the car with plans to run away. Nash
Arthur
Cobb
Saito
Todashi
30 Saito wakes up and sees Todashi nonchalantly reading a comic. Then Saito notices the prick in his arm from the dream machine needle and smiles mischievously. Saito
Todashi
31
Cobb states his external quest goal (return to his children) and the internal conflict preventing his from accomplishing it (his feelings for Mal are undermining his efforts).
As a helicopter approaches a tall building in Tokyo, Cobb sits in one of the building’s apartments. He checks his gun and then spins a spindle top on the table, which falls over when its inertia runs out. Then the phone rings. Cobb A, B
32 Cobb answers the phone and talks to his children. His kids ask when he’s coming home, and Cobb says when he’s done working. The children say their grandma told them Cobb is never coming home, and they ask if Mal (their mother) is with him. Cobb says Mal is gone. Their grandma says it’s time to go and hangs up the phone. Cobb B, A
Cobb’s kids
33 A knock on the door startles Cobb. He grabs his gun and checks the door. It’s Arthur. As they pack their things, Arthur asks Cobb where Nash is, why Mal showed up in the dream and if Mal’s influence on Cobb’s subconscious is getting worse. Cobb dismisses the question about Mal and says Nash never showed up and they need to leave immediately because their Cobol Inc. is probably already looking for them to punish them for their failure. Cobb A, B
Arthur
(Nash)
34
Saito offers Cobb an opportunity to accomplish his goal to see his children (incept Fischer and convince him to break up his empire). Saito also gives Cobb a quest to find a replacement for Nash.
Walking through the hallway, Cobb says he’s going to South America, and Arthur says he’s going to America. Cobb is bashful about asking a question with an obvious answer. Cobb wishes he could go to America. Cobb A
Arthur
35 Cobb and Arthur approach the helicopter on the roof. The door opens revealing Saito and a bloody Nash. Saito says Nash sold them out for protection that Saito did not end up giving him. Saito offers Cobb the chance to kill Nash, which Cobb declines but adds he’ll never work with Nash again even if he isn’t caught/killed by their Cobol Inc. Cobb A
Saito
(Nash)
Arthur
36 Saito asks Cobb about inception, which Cobb explains. Saito offers Cobb a job to put an idea into the heir of his competitor’s subconscious to break up his inherited business empire in exchange for erasing Cobb’s criminal record that prevents him from returning to America and being with his kids. Cobb reluctantly accepts the job. Saito tells Cobb to assemble his team and choose his people more wisely. Saito
Cobb A, B
Arthur
(Fischer)
37
3
Cobb recruits Ariadne to be his new architect.
Cobb makes a plan to find a new architect (get one from Miles), then enacts the plan, succeeds and gets the new architect (Ariadne).
On Saito’s private jet, Arthur says the job is impossible. Cobb says he knows it is because he’s done it before but won’t say to who. Arthur asks where they’re going. Cobb says they’re going to Paris to get a new dream architect. Arthur
Cobb A, B
38 Cobb enters an architecture class room and meets Miles. Miles tries to convince Cobb to go home and face the justice system. Miles also criticizes Cobb for being an idea thief. Cobb says he can’t go back and needs money, and his children need their father. Cobb A, B
Miles
(Cobb’s kids)
39 Cobb asks Miles to give him an architect for his team, and Cobb will give the architect money and the chance to build great things. Miles tells Cobb to be his own architect, and Cobb says Mal won’t let him. Cobb says this is his last job, and Miles reluctantly agrees to give him a gifted architect. Cobb A, B
Miles
(Mal)
40 Later, Miles introduces Cobb to Ariadne. Cobb offers Ariadne a job. Miles
Ariadne A
Cobb
41
Cobb trains Ariadne is how to be a dream architect and explains the rules and risks of the dream world, but Ariadne strays from the path and refuses the call to continue her quest as Cobb’s architect because of Mal.
On a rooftop, Cobb makes Ariadne draw a series a mazes that Cobb must find the path through in under a minute. After several unsuccessful attempts, Ariadne makes an unconventional maze Cobb can’t figure out in time. Cobb A
Ariadne A
42 In an empty warehouse, Arthur sets up a dream machine. Cobb A
43 At a café, Cobb explains the duties of a dream architect to Ariadne. Then Ariadne realizes she’s in a dream, and the buildings explode. Cobb A
Ariadne A
44 In the empty warehouse, Cobb explains to Ariadne that dream-sharing was invented by the military to train soldiers for battle and that pain in the dreams feel real, but death just wakes you up. Cobb also says time moves slower in dreams than in real life. Cobb A
Ariadne A
45 Back in the dream world, Cobb and Ariadne walk down a street. Cobb explains you can steal info from a dream by building a bank, safe, etc. and trick the subject into filling it with info they’re trying to protect. Cobbb explains the NPCs in a dream will attack the architect like white blood cells if they change too much. Cobb says not to build dreams with your memories so it’s harder to forget you’re in a dream and get stuck there. Ariande changes the world and attracts Mal, who kills her. Cobb A, B
Ariadne
Mal A, B
46 In the empty warehouse, Cobb says the only way to leave a dream is to die. Arthur explains the need for a totem, a small object nobody else knows about that tells you if you’re in a dream. Ariadne says she won’t work for Cobb because she doesn’t want to share a dream with Mal. Then she leaves. Cobb A, B
Ariadne A, B
(Mal)
47 Cobb spins his spindle top in the bathroom of the empty warehouse. The spindle top falls, proving he’s not still dreaming. Cobb B, A
48
4
Cobb recruits Eames and Yusuf while Arthur trains Ariadne.
Cobb makes a plan to find a new forger, enacts the plan and succeeds in recruiting Eames.
Cobb returns from the bathroom and says Ariadne will be back because she can’t pass up the opportunity to create architecture in dreams. Then Cobb says he’s going to talk to Eames in Mombai. Arthur says Eames is on Cobol Inc.’s turf, and Cobb says the risk is necessary because Eames is a skilled forger. Cobb A
Ariadne
(Eames)
49 Cobb meets Eames in a casino in Mombasa and convinces him to hear his job offer. Cobb A
Eames
50 Cobb offers Eames a job committing inception. Eames tells Cobb you need to plant the simplest version of an idea deep in the victim’s subconscious. Eames tells Cobb to exploit Fischer’s relationship with his father and that they’ll need a chemist to pull off the job. Cobb A
Eames
(Yusuf)
51 Cobb and Eames flee from a Cobol henchman who is following Cobb. Cobb and Eames make plans to meet back at their original location in an hour. Cobb A
Eames
52 Cobb continues fleeing from the Cobol henchman and is saved by Saito. Cobb
Saito
53 Later, Saito and Cobb pick up Eames. Saito
Cobb
Eames
54
Ariadne returns to the path and accepts her quest as Cobb’s dream Architect, and Arthur continues her training.
Ariadne returns to Arthur and accepts the job. Arthur offers to train her in dream architecture. Ariadne accepts. Ariadne A
Arthur
55 In the dream world, Arthur teaches Ariadne to make Penrose steps and closed maps. He says the better the maze, the longer it takes dream projections to catch the dream architect. Arthur tells Ariadne Mal is messing with Cobb’s mind and that she’s dead in real life. Arthur
Ariadne A, B
(Cobb B, A)
(Mal)
56 Cobb’s team makes a plan for investigate Browning for clues how to accomplish their goal of convincing Fischer to break up his father’s business empire. In Mombasa, Saito says Fischer needs to break up his business empire to prevent a corrupt energy monopoly. Cobb says he needs more info on Fischer’s relationship with his father. Saito says he can get them access to Browning (Fischer’s right hand man and godfather) with the right references. Eames says he can forge references. Saito
(Fischer)
Cobb A
(Browning)
Eames
57
Eames helps Cobb recruit Yusuf as their chemisit. Yusuf makes a plan to use super strength Somnacin on Fischer.
Eames takes Saito and Cobb to meet Yusuf, who shows them Somnacin (a sedative that makes you sleep deeply). Cobb tells Yusuf he needs to go into the dream world with them to make more Somnacin there so they can go three levels deep. Saito says he must go into the dream as well to make sure the job is completed. Eames
Cobb A
Saito
Yusuf
58 Yusuf leads Cobb, Saito and Eames into a room full of sleeping men and says they come to dream and to be woken up each morning. They’re all addicted to the dream machine. They can’t dream without it, and the dream world has become their primary reality, where one hour of sleep equals ten hours of dream time. Yusuf
Cobb A
Saito
Eames
59 Cobb tests Yusuf’s Somnacin and wakes up unsure if he’s in the real world or dream world. He tries spinning his spindle top, and Saito sees him freaking out. Cobb A, B
(Yusuf)
Saito
60
5
Team 1 plans and prepares to implant an idea in Fischer’s subcsoncious.
Ariadne and Cobb get to know each other. Cobb explains how/why Mal complicates their plan and why Cobb needs Ariadne.
As Ariadne builds her totem in the warehouse, she hears a noise in the other room. She investigates and finds Cobb, who is setting up a dream machine. Neither knew the other was there. Cobb says he’s testing something in the dream world. Then he tells her Mal invented the concept of a totem, and Mal is dead. Ariadne A, B
Cobb B, A
(Mal)
61 Ariadne says she’s designing the three dream worlds to relate to the part of the subconscious they’re accessing. Cobb says not to tell him so that Mal won’t know. Ariadne deduces this is why she is the architect and not Cobb. He doesn’t want the rest of the team to know Mal is a liability. He also says he can’t go home to his kids because the police think he killed Mal. Ariadne doesn’t ask if he did. Ariadne A, B
(Fischer)
Cobb B, A
(Mal)
62
Cobb tells his team the plan to convince Fischer to break up his father’s business empire.
The next day, Cobb tells the team the master plan Implant the idea, “I will split up my father’s empire,” three levels deep into Fishcher’s subconscious. They do this by translating the idea into a positive emotional concept that they’ll partially have to figure out on the fly when they see what’s in Fischer’s subconscious. Cobb A
Saito
Arthur
Ariadne A
Eames
Yusuf
63 In the dream world, Ariadne tells the team that the three levels will be 1 Fischer’s relationship with his father, Maurice. 2 Ambition and self-esteem 3 “My father doesn’t want me to be him.” Eames says the emotional triggers will come from Fischer interacting with Browning. Saito says Eames will be flown to Sydney to meet Browning so that he can forge his likeness in the dream world. Ariadne A
(Fischer)
(Maurice)
(Browning)
Cobb A
Eames
Saito
Yusuf
64
Eames investigates Browning and finds clue #1 (Fischer’s unfulfilled need for Maurice’s approval). Then Eames tells Arthur how he can use this clue to manipulate Fischer.
At Maurice Fischer’s office, Eames talks to Browning about litigating a court case instead of settling. They ask Maurice, who is bedridden and dying. Browning mentions the picture of Fischer with a pinwheel by Maurice’s bed must have been important to Fischer, not Maurice, since Maurice never looks at it. Eames
Browning
Maurice
(Fischer)
65 In the warehouse, Eames practices impersonating Browning and tells Arthur that he can suggest ideas to Fischer in the dream world, and Fischer will think about them when they go deeper into his subconscious, feeding the idea to himself so that it becomes self-generated. Eames as Browning
(Browning)
Arthur
(Fischer)
66

The team debates plans for how to fulfill the quest condition that Cobb’s team must have total access to a heavily sedated for a long time.

Saito finds clue #2 Fischer will be on an airplane for a long time.

Saito makes an enacts a plan to buy the airline.

In a hotel lobby, Cobb and Eames try to figure out a good excuse to sedate Fischer for ten hours, such as surgeries. Saito suggests they sedate Fischer on his biweekly airplane trip from Sydney to Los Angeles. Cobb A
Eames
(Fischer)
Saito
67 At an airfield, Fischer is about to board his private jet, but a distraught pilot tells him something. Then back in the hotel lobby, Cobb says they’ll need to buy every seat in the first class section of the public plane Fischer will take. Saito says he bought the whole airline. Fischer
Cobb A
Saito
68 Yusuf tells Cobb’s team his plan to sedate everyone and get them out of the dream world safely. In the warehouse, Yusuf explains his sedative will increase brain function, making an hour in real time last much longer in dream time. Yusuf has modified the sedative to allow inner ear function, so they can get out of the dream by creating a “kick,” like falling backwards in a chair. If the kick happens at all three layers at the same time, it will make a major kick that will wake them up from all the dreams. They’ll use music to synchronize the kicks. Yusuf
(Fischer)
Cobb A
Saito
Arthur
Ariadne
Eames
69
Cobb and Ariadne get to know each other. Cobb tells Ariadne more of his bacstory with Mal, the stakes of reuniting with his children and his doomed plan to control Mal.
That night, Ariadne finds Cobb attached to a dream machine in the warehouse. She attaches herself to the dream machine and enters Cobb’s dream. Ariadne A, B
Cobb B
70 Ariadne sees Mal trying to convince Cobb to kill himself to be with her. Mal sees Ariadne and leaves. Cobb chides Ariadne for being there. Ariadne says she wanted to see what tests he was running. Ariadne B, A
Cobb B
Mal
71 Cobb and Ariadne walk on a beach where Cobb’s children play. Cobb says he never sees their faces in the dream, and he wants to see their faces in real life. Cobb B
Ariadne B
Cobb’s kids
72 In an elevator, Cobb and Ariadne go to the basement floor of a building. In the basement Mal tells Cobb they’re supposed to be together forever. Then Cobb shuts the elevator door, locking her in the basement. Ariadne deduces Cobb is trying to lock Mal away in a maze of dreams in his subconscious. She is skeptical that Cobb’s plan will work. Cobb B
Ariadne B
Mal
73 Cobb and Ariadne wake up in the warehouse. Saito enters and said Maurice just died in Sydney, and the funeral will be in Los Angeles. So they have to get ready. Ariadne says she needs to come into the dream as well to help control Mal since she knows Mal is a liability. Cobb reluctantly agrees. Cobb A, B
Ariadne A, B
Saito
(Maurice)
(Mal)
74
Cobb’s team enacts step #1, #2 and #3 of phase #1 of their plan to convince Fischer to break up his father’s business empire. They board the plane with him, sedate him and hook everybody up to the dream machine.
At the airport, Cobb tells Saito he’ll be arrested when they land in Los Angeles if Saito doesn’t hold up his end of the bargain. Saito says he will erase Cobb’s criminal record with a phone call after Cobb finishes the job. Cobb A, B
Saito
75 Eames, Cobb, Ariadne and Arthur get seated on the plane next to Fischer. Eames steals Fischer’s passport and gives it to Cobb. Then the plane takes off. Cobb A
Ariadne A
Team 1
Fischer
76 Cobb hands Fischer’s passport back to him and says he must have dropped it. The flight attendant brings them both water, and Cobb puts a sedative in Fischer’s. Cobb A
Fischer
77 Once Fischer is asleep, the team sets up their dream machines. Fischer
Cobb A
Ariadne A
Team 1
78
6
Level 1 of the dream world.

In level 1 of the dream world, Cobb’s team enacts steps #1, #2, and #3 of phase #2 of their plan to convince Fischer to break up his father’s business empire. They kidnap Fischer, take him to a safe place and then pretend to be kidnappers looking for the combination to Maurice’s safe, which contains something valuable.

The team encounters two complications that raise the stakes of failure. Saito gets shot, and Cobb reveals that if they die in the dream world, they’ll fall into a limbo coma. They debate continuing the quest and decide to continue.

On a New York street in level 1 of the dream world, the team gets in a sedan, then rear-ends a taxi and then steals the taxi. They make plans to get Fischer into the taxi, and the sedan follows the taxi. Cobb A
Ariadne A
Team 1
(Fischer)
79 The team picks up Fischer in the taxi and then point guns at him, revealing this is a kidnapping. Then bullets fly through the windows and the sedan his hit by a train. The taxi is surrounded by black SUVs, and there’s a gun fight in which Saito is shot in the belly. The taxi narrowly escapes. Cobb A
Ariadne A
Tream 1
Fischer
80 The team transfers Fischer to a warehouse. Cobb deduces Fischer has been trained to protect his subconscious from extraction, and that’s why they were attacked by SUVs and a train. Cobb admits their mind will get stuck in subconscious limbo if they die in this heavily sedated of a dream. Cobb A
Ariadne A
Tream 1
Fischer
81 The team chides Cobb for not revealing the risks to them. Cobb says it was the only way he could see his children. Eames refuses to go deeper into Fischer’s subconscious, but Cobb says he’ll be killed by security if he stays. Deeper is the only way forward. The team agrees to continue the plan. Team 1
Cobb A, B
Ariadne A
(Fischer)
(Cobb’s kids)
82 Cobb and Arthur pretend to be kidnappers. They tell Fischer they want the combination to Maurice’s safe. Fischer says he doesn’t know the combination. Cobb says they have it on good authority that he does. Cobb A
Arthur
Fischer
(Maurice)
(Browning)
83 Yusuf finds clue #3 a photo of Fischer’s pinwheel that he gave to Maurice.

Eames enacts step #4 of phase #2 of the plan to manipulate Fischer by turning into Browning.

In an adjacent office in the warehouse, Yusuf finds the picture of Fischer with a pinwheel that was in Maurice’s real office. Then Eames turns himself into Browning. Cobb says Eames has one hour to manipulate Fischer instead of ten hours since Saito is dying. Yusuf
(Maurice)
Eames as Browning
Cobb A
(Fischer)
(Saito)
84

In level 1 of the dream world, Eames enacts step #5 of phase #2 of the plan to manipulate Fischer. He pretends to be Browning and getting tortured by the kidnappers for info.

Eames enacts step #6 of phase #2 of the plan to manipulate Fischer. He gets to know Fischer, who gives him clue #4 The last word Maurice said to Fischer was “disappointed.”

Fischer hears Browning screaming like he’s being tortured. Fischer tells them to stop and that he’ll talk to Browning and figure out the combination. Fischer
Eames as Browning
Cobb A
Arthur
85 Browning is brought in to talk to Fischer. Browning tells Fischer that Maurice loved him in his own way. Fischer says that Maurice’s last word to him was “disappointed.” Eames as Browning
Fischer
(Maurice)
86 In level 1 of the dream world, Cobb restates the stakes of failure to foreshadow Saito dying and getting stuck in limbo. Cobb talks to Saito. He restates the risk of Saito dying and getting trapped in limbo for a lifetime and waking up a vegetable. Cobb A
Saito
87 In level 1 of the dream world, Cobb and Ariadne get to know each other. Cobb states Mal’s goal and motive to prevent Cobb from completing his mission to reunite with his children. Ariadne asks Cobb what happened when Cobb and Mal were stuck in limbo. Cobb says he and Mal were experimenting with multi-level dreams and didn’t realize how fast time past and how you could forget what’s real. Cobb wanted to leave, but Mal wanted to forget that she was dreaming. When they woke, Mal still believed they were in a dream and wanted to commit suicide to wake up. She set up Cobb to force him to kill himself. She did. He didn’t, and he had to flee the police. Ariadne B
Cobb B
(Mal)
88 In level 1 of the dream world, Eames enacts step #7 of phase #2 of the plan to manipulate Fischer. He tells Fischer that Maurice’s safe contains a will that breaks up his business empire.

Cobb enacts step #8 of phase #2 of the plan to manipulate Fischer. He threatens Fischer at gunpoint to give him six numbers.

Fischer gives Cobb clue #5 Fischer’s six numbers.

Browning tells Fischer that Maurice’s safe contains a second will that breaks up his business empire. Cobb enters and puts a gun to Browning’s head and asks Fischer for the combination. Fischer says the first six numbers he can think of. Cobb repeats the numbers over a phone and says it didn’t work. Then he puts bags over Fischer and Browning’s heads. Eames as Browning
Fischer
(Maurice)
89

In level 1 of the dream world, Cobb’s team enacts step #9 of phase #2 of the plan to manipulate Fischer. They put him in a van and sedate him more.

Cobb states the condition that they need to find a way to use Fischer and Maurice’s estrangement to their advantage.

Cobb states the plan to fulfill the condition They will reconcile Fischer and Maurice by destroying Fischer’s relationship with Browning by pretending to be projections protecting him from Browning’s extraction.

Cobb’s team enacts step #10 and #11 of phase #2 of the plan to manipulate Fischer. Yusuf drives the van towards the kick-bridge while the rest of the team uses the dream machine to go one level deeper in the dream world.

Fischer is put in a van and given more sedative. Eames tells Cobb that Fischer’s emotions about his estrangement between his father are intense, which will help plant the idea. The team just needs to find a way to reconcile their estrangement. Cobb says they need to move before Fischer’s projections block them in. Fischer
Cobb A
Ariadne A
Team 1
90 Driving away in the van, Cobb says they need to repair Fischer’s relationship with Maurice by destroying Fischer’s relationship with Browning. Cobb says he’ll pretend to be one of Fischer’s projections in the next level. Arthur says it won’t work, but Cobb says it will if they distract Fischer with a pretty woman to throw off his concentration. They the team uses their dream machines to enter the next level of the dream world. Cobb A
(Fischer)
(Maurice)
Ariadne A
Team 1
91
7
Level 2 of the dream world.

In level 2 of the dream world, Cobb and Eames enact step #1 and #2 of phase #3 of the plan to manipulate Fischer. Eames (as Pretty woman) flirts with Fischer, and Cobb introduces himself to Fischer as the head of his security team, and says the Pretty woman stole Fischer’s wallet.

Meanwhile, Arthur states the risk of the plan to Ariadne.

In the second level of the dream world, in a hotel lobby, Fischer sits at a bar talking to a pretty woman. Cobb enters. Across the room, Arthur tells Ariadne that Cobb is going to pretend to be a projection to turn Fischer against his real projections. Fischer
Eames as Pretty woman
Cobb A
Arthur
Ariadne
92 Cobb introduces himself to Fischer. The woman walks away, leaving a napkin with the combination numbers Fischer said earlier written on it like a phone number. Cobb
Fischer
Eames as Pretty woman
93 Arthur tells Ariadne that Cobb’s gambit is dangerous because it draws attention to the team. Arthur
Ariadne
94 Cobb tells Fischer that he’s the head of Fischer’s subconscious security team and that the woman stole Fischer’s wallet. Cobb
Fischer
(Eames as Pretty woman)
95 In level 2 of the dream world, Eames takes the prize (Fischer’s wallet) for his success to Saito in an elevator, where they feel repercussions from events in level 1 of the dream world. The woman meets Saito on an elevator, and the woman reveals herself to be Eames. The elevator shakes, and Eames says it was caused by the van Yusuf is driving in level 1 of the dream world. Eames as Pretty woman
Saito
(Yusuf)
96 In level 1 of the dream world, Yusuf experiences complications completing step #10 of phase #2 of the plan to manipulate Fischer. The van he’s driving to the kick-bridge is attacked by guards. In level 1 of the dream world, Yusuf drives the van crazily evading black SUVs. Yusuf
Guards
97 In level 2 of the dream world, Cobb enacts step #3 of phase #3 of the plan to manipulate Fischer. He tells Fischer he’s there to protect him from extraction. Cobb tells Fischer he’s there to protect Fischer from extraction. Cobb
Fischer
98 In level 2 of the dream world, Eames makes a plan to reduce the complication of guards searching from. He plans to dispose of Fischer’s wallet to throw his guards off their track, buying them time. In the elevator, Eames tells Saito to ditch Fischer’s wallet so Fischer’s projections will waste time looking for it. Eames
Saito
(Guards)
99 In level 2 of the dream world, Cobb enacts step #4 of phase #3 of the plan to manipulate Fischer. He tells Fischer he’s not safe and they have to leave. Cobb tells Fischer he’s not safe and that they have to leave. Cobb
Fischer
(Guards)
100 In level 1 of the dream world, Yusuf continues experiencing complications completing step #10 of phase #2 of the plan to manipulate Fischer. The van he’s driving to the kick-bridge is attacked by guards. In level 1 of the dream world, black SUVs continue attacking the van Yusuf is driving. Yusuf
Guards
101

In level 2 of the dream world, Cobb enacts step #5 of phase #3 of the plan to manipulate Fischer. He attempts to convince Ficher he’s dreaming so he can recruit Fischer to his team to throw off the guards.

Meanwhile Arthur explains Cobb’s plan to Ariadne.

Cobb draws Fischer’s attention to the strangely torrential rain outside the hotel and to the shaking of the building. Cobb
Fischer
(Yusuf)
102 Arthur tells Ariadne that Cobb is drawing Fischer’s attention to the dream world, which is making his subconscious look for intruders harder. Arthur
Ariadne
(Cobb)
(Fischer)
103 In level 1 of the dream world, Yusuf experiences complications completing step #10 of phase #2 of the plan to manipulate Fischer. The van he’s driving to the kick-bridge is attacked by guards. In level 1 of the dream world, black SUVs continue attacking the van Yusuf is driving. Ysuf
Guards
104 In level 2 of the dream world, Cobb completes step #5 of phase #3 of the plan to manipulate Fischer. He he convinces Ficher he’s dreaming so he can recruit Fischer. Cobb succeeds at making Fischer aware that he’s in a dream. His projections are all looking at Cobb intently. Cobb
Fischer
Guards
105 In level 1 of the dream world, Yusuf experiences complications completing step #10 of phase #2 of the plan to manipulate Fischer. The van he’s driving to the kick-bridge is attacked by guards. In level 1 of the dream world, black SUVs continue attacking the van Yusuf is driving. Ysuf
Guards
106

In level 2 of the dream world, Fischer creates a complication. He asks Cobb if he’s real, drawing the guards’ attention to him. Cobb says, “no,” and neutralizes the complication, allowing him to complete step #6 of phase #3 of the plan to manipulate Fischer. He gets Fischer to follow him out of the bar.

A complication arises when guards attack Cobb and Fischer, but Cobb kills them, neutralizing the problem.

Fischer creates a complication when he says he should kill himself. Cobb advises against it, neutralizing the complication.

Fischer asks Cobb if he’s real, and Cobb says no. The projections lose interest in him. Security guards come in, and Cobb ushers Fischer away. Fischer
Cobb
Guards
107 In a hallway, Cobb kills the two security guards and tells Fischer they were intruders coming to extract information from him. Fischer says he should kill himself to wake up, but Cobb convinces him not to by saying he’s too heavily sedated and might not wake up in real life. Cobb
Fischer
Guards
108 In level 2 of the dream world, Saito completes Eame’s plan to throw away Fischer’s wallet to distract the guards. While being followed down a hall by security guards, Saito drops Fischer’s wallet in a laundry chute. The security guard stops following Saito and stares at the laundry chute. Saito
Guards
109 In level 2 of the dream world, Ariadne and Arthur complete step #7 of the plan to manipulate Fischer. They prepare explosives that will give them the kick to escape. Ariadne and Arthur set up explosives in a hotel room. Arthur says they’re below room 528. Ariadne
Arthur
110 In level 2 of the dream world, Cobb completes step #8 of phase #3 of the plan to manipulate Fischer. He gets Fischer to remember he’s been kidnapped. This makes Fischer remember clue #5 (the string of 6 numbers that starts with a “5.”)

Cobb then completes step #9 of phase #3 of the plan. He says they’ll follow the clue #5 to the fifth floor.

Cobb tells Fischer to try to remember how he got there. Fischer recalls that he and Browning were kidnapped and are sleeping in a van, and the kidnappers want the combination to a safe. Fischer says the number starts with a 5, and Cobb says they’ll go to the fifth floor to find what the extractors are looking for. Cobb
Fischer
111 In level 2 of the dream world, Arthur states the plan for steps #1 and #2 of the phase #3 escape plan. He’ll put the team to sleep, and when he hear’s Yusuf’s music, he’ll blow the explosives in the room below them to make the kick. He also states the stakes of missing Yusuf’s signal: The kick won’t work because there will be no gravity. Arthur tells Ariadne that they’ll put the team to sleep in the room above them. When Arthur hears music playing, he’ll be ready for Yusuf to drive his van over a bridge. Then Arthur will blow the floor so that everyone experiences the kick of falling and wakes up from the second level of the dream world and return to the first level. If Arthur doesn’t blow the floor before the van falls off the bridge, the kick won’t work because everyone will be in free fall. Arthur
Ariadne
(Yusuf)
112 In level 2 of the dream world, Saito and Eames make a plan to do something they never do and has no impact on the story. This beat should have been cut from the movie. Saito and Eames run into Browning in a hallway. Eames tells Saito they’ll watch Browning to see how he behaves to get an indication of how Fischer is feeling about Browning. Saito
Eames
Browning
113
In level 2 of the dream world, Cobb completes step #10 and #11 of phase #3. The team enters room 528 with Fischer. Cobb tells Fischer that Browning is trying to extract him, and they should extract Browning. Then Arthur completes step #13 by putting everyone to sleep and connecting them to the dream machine.
Cobb and Fischer meet Arthur and Ariadne in front of room 528. They enter the room and find a dream machine. Cobb tells Fischer the extractors were going to put him in a dream within a dream. Cobb
Fischer
Arthur
Ariadne
Ease as Browning
114 Eames enters room 528 disguised as Browning. “Browning” confesses that he is trying to extract the code to the safe to save the company he worked his entire life for and the purpose of the second will was to insult Fischer, implying he isn’t worthy of his father’s empire. Cobb accuses Browning of hiding something. So he says they should go into Browning’s subconscious to find his secret. Fischer agrees. Eames as Browning
Fischer
Arthur
Cobb
(Maurice)
Ariadne
Saito
115 Cobb puts Eames (as Browning) to sleep. Then he tells Ariadne that he lied to Fischer. They’re not going into Browning’s subconscious but Fischer’s. This way, Fischer will help them fight his own subconscious to learn the truth about his father. Arthur stays in the second level of the dream world and puts everyone else to sleep. Cobb
Browning
Arthur
Ariadne
Fischer
(Maurice)
Saito
116
8
Level 3 of the dream world (Pre-kick approach)
Cobb’s team arrives in level 3 of the dream world. Cobb states steps #1, #2 and #3 of the phase #4 plan. Eames will distract the guards, and Cobb and Ariadne will provide covering fire while Saito will take Fischer to the center of the maze, In the third level of the dream world, the team stands on a snowy hill a mile from a military complex. Cobb tells Eames that security will chase him since he’s the dreamer. Cobb says Saito will lead Fischer to Browning’s safe to learn the truth about his father while Cobb provides covering fire. Cobb can’t go in because Mal will compromise the mission. Cobb
Eames
Ariadne
Fischer
Saito
(Mal)
Guards
117 In level 2 of the dream world, Arthur begins enacting step #1 of the phase #3 escape plan. He goes to set explosives in room 428. In the second level of the dream world, Arthur steps into the hallway, leaving the dreamers. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
118 In level 1 of the dream world, Yusuf experiences complications completing step #10 of phase #2 of the plan to manipulate Fischer. The van he’s driving to the kick-bridge is attacked by guards. In level 1 of the dream world, black SUVs continue attacking the van Yusuf is driving. Yusuf
Guards
119 In level 2 of the dream world, Arthur encounters a complication to completing step #1 of the phase #3 escape plan. He sees a guard but succeeds at evading him. In level 2 of the dream world, Arthur evades a security guard while walking down the hallway of the hotel. Arthur
Guards
120 In level 1 of the dream world, Yusuf experiences complications completing step #10 of phase #2 of the plan to manipulate Fischer. The van he’s driving to the kick-bridge is attacked by guards. In level 1 of the dream world, black SUVs continue attacking the van Yusuf is driving. One smashes Yusuf’s van, forcing him to drive up an embankment. Yusuf
Guards
121 In level 2 of the dream world, Arthur encounters a complication to completing step #1 of the phase #3 escape plan. He sees another guard and fights him while Yusuf’s action in level 1 of the dream world make Arthur’s environment harder to fight in. In level 2 of the dream world, Arthur fights security guards as the hotel tilts on its side. Arthur
Guards
(Yusuf)
122 In level 1 of the dream world, Yusuf experiences complications completing step #10 of phase #2 of the plan to manipulate Fischer. The van he’s driving to the kick-bridge is attacked by guards. In level 1 of the dream world, Yusuf drives back down the embankment and levels out the van. Yusuf
Guards
123 In level 2 of the dream world, Yusuf’s action in level 1 of the dream world give Arthur a chance to run away from the guard he’s fighting, which puts him back on the path to completing step #1 of the phase #3 escape plan. He continues going to room 428. In level 2 of the dream world, the hotel straightens out, dropping Arthur and the security guard to the ground. Arthur runs away into a stairwell. Arthur
Guards
(Yusuf)
124 In level 1 of the dream world, Yusuf completes step #10 of phase #2 of the plan to manipulate Fischer. He reaches the kick-bridge and is rewarded for his success by the bridge raising, preventing the attacking guards from following him. In level 1 of the dream world, Yusuf crosses a bridge that is raising its road to allow boats to cross underneath, cutting off the SUV’s ability to reach the van. Yusuf
Guards
125 In level 2 of the dream world, Arthur encounters a complication to completing step #1 of the phase #3 escape plan. He is spotted by more guards and has to stray from his quest again to run away for his safety. In level 2 of the dream world, Arthur tries to enter room 428 (the room with the explosives) but is chased back into the stairwell by more security guards. Arthur
Guards
126 In level 3 of the dream world, Eames completes step #1 of phase #4 plan to manipulate Fischer. He draws the guard’s attention away from Saito and Fischer. In level 3 of the dream world, Eames skis down a hill and shoots a flare into the air, attracting the attention of security guards. Eames
Guards
127 In level 1 of the dream world, Yusuf completes step #11 and #12 of phase #2 of the plan to manipulate Fischer. He prepares to back the van over the edge of the kick-bridge and puts headphones on Arthur’s ears. In level 1 of the dream world, Yusuf prepares to back the van off over the side of the bridge. He puts a pair of headphones on Arthur’s ears and presses play. He also notices Saito is bleeding heavily. Yusuf
Guards
Arthur
128 In level 2 of the dream world, Arthur hears Yusuf’s signal, which means there is a high risk of him failing to meet his time limit to complete steps #1 and #2 of the phase #3 escape plan. In level 2 of the dream world, Arthur hears the music and curses Yusuf’s name for starting his kick too early. Arthur
(Yusuf)
129 In level #3 of the dream world, Cobb and Ariadne begin step #2 of phase #4 of the plan to manipulate Fischer. They go to a position where they can provide covering fire. Yusuf’s signal gives them a one hour time limit to succeed at their quest. Cobb makes a new plan for Saito and Fischer to take a shortcut to the center of the maze. In level 3 of the dream world, Cobb and Ariadne make their way to the complex, and they hear music playing in the air. Cobb says they only have an hour for Fischer to make it to the center of the maze. Ariadne confesses that Eames built a secret passage, and Cobb tells Ariadne to tell Saito where the secret route is. Cobb
Ariadne
(Arthur)
(Fischer)
(Saito)
130 In level 1 of the dream world, Yusuf completes step #13 and #14 of phase #2 of the plan to manipulate Fischer. He reverses the van towards the edge of the kick-bridge. In level 1 of the dream world, Yusuf drives the van in reverse towards the edge of the bridge. Ysuf
Guards
131 In level 2 of the dream world, Arthur neutralizes a complication preventing him from completing step #2 of the phase #3 escape plan. He kills a guard. This is a false victory though, because he’s wasted too much time fighting the guards to complete his quest. In level 2 of the dream world, Arthur kills a security guard by rearranging a set of stairs and then pushing the security guard over the edge. Arthur
Guards
132 In level 1 of the dream world, Yusuf completes step #15 of phase #2 of the plan to manipulate Fischer. He drives the van over the edge of the kick-bridge. In level 1 of the dream world, Yusuf drives the van over the edge of the bridge. Yusuf
Guards
133
9
Level 3 of the dream world (Post-kick scramble)
In level 2 of the dream world, Yusuf’s actions in level 1 of the dream world cause Arthur to fail step #2 of the phase #3 escape plan. This causes a complication in Arthur’s quest by making level 2 of the dream world gravity-free preventing a gravity-based kick. In level 2 of the dream world, Arthur is running down the hall when the building jolts, sending Arthur flying into the air. Arthur
(Yusuf)
134 In level 3 of the dream world, Saito and Fischer begin enacting step #3 of the phase #4 plan by moving towards the maze. Yusuf’s actions in level 1 of the dream world cause an avalance, which puts Saito and Fischer in a momentary risk that passes. In level 3 of the dream world a massive rumble causes an avalanche, which Saito and Fischer narrowly avoid. (Yusuf)
Saito
Fischer
135 In level 1 of the dream world, Yusuf enacts step #15 of phase #2 of the plan to manipulate Fischer. The van falls to the river in slow motion. In level 1 of the dream world, Yusuf’s van falls from the bridge in slow motion. Yusuf
136 In level 2 of the dream world, Arthur experiences the consequences of failing to complete step #2 of phase #3 escape plan. His quest is complicated by not having gravity to peform his kick with. In level 2 of the dream world, Arthur scrambles in the air as he floats in zero gravity. Arthur
(Yusuf)
137 In level 3 of the dream world, Cobb starts a countdown timer of 20 to complete their quest. In level 3 of the dream world, Cobb says Yusuf made the first kick, which means they only have about 20 minutes to finish the job. Cobb and Ariadne move closer to the complex. Cobb
(Yusuf)
Ariadne
138 In level 3 of the dream world, Saito and Fischer encounter and overcome a complication completing step #3 of In level 3 of the dream world, Saito and Fischer blast off a grill covering a large air vent leading into the complex. Saito
Fischer
139 In level 1 of the dream world, Yusuf continues enacting step #15 of phase #2 of the plan to manipulate Fischer. The van falls to the river in slow motion. In level 1 of the dream world, Yusuf’s van continues falling in slow motion. Ysuf
140 In level 2 of the dream world, Arthur states the complication preventing him from completing step #2 of the phase #3 escape plan. There’s no gravity. So he begins enacting a new unspoken escape plan. Arthur completes Step #1 of the new phase #3 escape plan by collecting the explosives. In level 2 of the dream world, Arthur enters room 428 and says to himself he can’t make the kick because there’s no gravity. He collects the explosives. Arthur
(Yusuf)
141 In level 3 of the dream world, Saito and Fischer continue enacting step #3 of the phase #4 plan by moving towards the center of the maze, but their quest is complicated by Saito coughing blood. In level 3 of the dream world, Saito and Fischer make their way through the duct system as Saito coughs blood. Saito
Fischer
142 In level 3 of the dream world, Cobb and Ariadne continue enacting step #2 of the phase #4 plan by finding a position and sniping guards. In level 3 of the dream world, Cobb and Ariadne infiltrate the complex and snipe security guards from a tower. Cobb
Ariadne
Guards
143 In level 3 of the dream world, Eames fails step #1 of phase #4 when the guards he was distracting lose interest and return to the maze. In level 3 of the dream world, Eames tells Cobb over the radio that the security guards who were chasing him are returning to the complex like they know something. Cobb tells Eames to buy them some time. Eames
(Cobb)
(Guards)
144 In level 2 of the dream world, Arthur completes step #2 and begins enacting step #3 of his new phase #3 escape plan by reaching room 592 and gathering his team’s sleeping bodies together. In level 2 of the dream world, Arthur enters room 592 and starts hastily gathering the dreamers’ floating bodies together. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
145 In level 3 of the dream world, Saito and Fischer are almost complete step #3 of phase #4 by almost reaching the center of the maze. In level 3 of the dream world, Fischer and Saito reach the end of the air duct. Fischer asks over the radio if they’re clear to proceed while Saito slumps over near death. Fischer
Saito
(Cobb)
146 In level 3 of the dream world, Cobb sees the complication Eames warned him about. The guards are returning to the maze. In level 3 of the dream world, Cobb watches the army of security guards returning to the complex. Cobb tells Fischer over the radio they’re clear but an army is approaching. Cobb
Guards
(Fischer)
147 In level 3 of the dream world, Eames begins enacting step #1 of the phase #4 escape plan by planting explosives around the maze. In level 3 of the dream world, Eames sets explosives around the base of the complex. Eames
Guards
148 In level 3 of the dream world, Cobb discovers another complication. A guard is closing in on Saito and Fischer. He doesn’t know, but this is step #1 of Mal’s plan to stay with Cobb forever: Find Fischer. In level 3 of the dream world, Cobb spots someone in a far window of the complex and says Fischer and Saito are walking into a trap. Ariadne tries to warn them over the radio. Cobb
Mal
(Fischer)
(Saito)
(Guards)
149 In level 3 of the dream world, Fischer prepares to complete step #3 of the phase #4 quest by opening the “door” to the center of the maze. He gives Saito a new quest: Stay put and hold off the guards. In level 3 of the dream world, Fischer removes the grate from the duct and doesn’t notice his radio flashing. He tells Saito to stay put. Fischer
(Cobb)
Saito
150 In level 3 of the dream world, Cobb discovers the guard he saw closing in on Fischer and Saito is Mal. Ariadne tells him to shoot Mal, but Cobb uses his flaw and strays from the path. He doesn’t shoot her. In level 3 of the dream world, Cobb realizes the intruder he sees is Mal and refuses to shoot her. Cobb
Mal
Ariadne
151
In level 3 of the dream world, Mal completes step #1 and #2 of her plan to stay with Cobb forever. She finds Fischer and shoots him.
In level 3 of the dream world, Mal sneaks up behind Fischer. Mal
Fischer
152 In level 3 of the dream world, Mal shoots Fischer, and then Cobb shoots Mal. Ariadne tells Eames over the radio to get to the center of the maze. Then Cobb and Ariadne run for the door. Mal
Fischer
Cobb
Ariadne
(Eames)
153 In level 3 of the dream world, Saito enacts a new plan to investigate the gun shot he heard. In level 3 of the dream world, in the duct system, Saito begins crawling forward when he hears Mall shooting Fischer. Saito
(Mal)
(Fischer)
154 In level 2 of the dream world, Arthur completes step #2 of his new phase #3 escape plan by tying his team together with a bed sheet. In level 2 of the dream world, Arthur ties the floating dreamers together using a bed sheet. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
155 In level 1 of the dream world, Yusuf continues enacting step #15 of phase #2 of the plan to manipulate Fischer. The van falls to the river in slow motion. In level 1 of the dream world, Yusuf’s van continues falling in slow motion. Yusuf
156 In level 2 of the dream world, Arthur enacts step #3, #4 and #5 of his new phase #3 escape plan by grabbing the explosives, moving his team into the elevator and then climbing through the ceiling hatch of the elevator. In level 2 of the dream world, Arthur pushes the bundle of floating sleepers into the elevator. Then he grabs the explosives and climbs through the ceiling hatch of the elevator. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
157

In level 3 of the dream world, Eames, Ariadne, Cobb and Saito reunite. Ariadne makes a new plan to bring Fischer back to life in level 3 of the dream world by going into level #4 of the dream world and giving Fischer a kick.

Cobb gives Eames a new escape plan: Step #1: plant explosives in the maze. Step #2: use a defibrillator on Fischer after Cobb and Ariadne complete their quest to give Fischer a kick in level 4 of the dream world. Step #3: Let Fischer talk to Maurice and incept himself. Step #4, blow up the explosives to create a kick in level 3 of the dream world.

Cobb completes step #1 of the plan to bring Fischer back to life by attaching himself and Ariadne to Fischer via a dream machine.

In level 3 of the dream world, in the duct system, Eames looks at Saito dying and then walks through the open grate to find Cobb and Ariadne standing over the bodies of Fischer and Mal. Ariadne says they can save Fischer by going into Fischer’s limbo. Cobb tells Eames to use the defibrillator on Fischer after they’ve kicked his mind back up to level 3 of the dream world and to set explosives in the complex and perform the kick when he hears Arthur’s music. Eames
Saito
Cobb
Ariadne
Fischer
Mal
158 In level 3 of the dream world, Ariadne and Cobb attach/use a dream machine on Fischer. Cobb tells Ariadne that Mal will have Fischer and that she killed Fischer to lure Cobb into limbo where he’ll be trapped with her. Ariadne
Cobb
Fischer
(Mal)
Eames
159
10
Level 4 of the dream world
Cobb and Ariadne arrive in level 4 of the dream world and show their first reactions. In level 4 of the dream world, Ariadne and Cobb wake up on a beach next to a decaying city. Cobb says this is Mal’s world. Ariadne
Cobb
(Mal)
160 In level 2 of the dream world, Arthur completes step #6, #7 and #8 of his new phase #3 escape plan. He sets some explosives on the elevator break, pushes away with the rest of the explosives and then detonates the first set. In level 2 of the dream world, Arthur sets explosives on the emergency breaks of the elevator cable. Then he grabs the other explosives, pushes away from the elevator and hits the detonator, exploding the first set of explosives. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
161 In level #3 of the dream world, Eames gives Saito a new quest to hold off the guards. Then Eames prepares to complete steps #1 and #2 of his new phase #4 escape plan by prepping the defibrillator and leaving to go plant explosives. In level 3 of the dream world, Eames sets a defibrillator by Fischer. Then he gives Saito a gun and tells him to hold off the security guards. Then Eames runs through the complex dodging bullet fire. Eames
Fischer
Saito
Guards
162

Cobb and Ariadne get to know each other as they complete step #2 of the plant to bring Fischer back to life by finding Mal.

Cobb states step #3 of the plan is to give Fischer an improvisational kick.

In level 4 of the dream world, Cobb and Ariadne walk through the streets, and Cobb says he and Mal built all these buildings when they were stuck in the dream world together. Cobb
Ariadne
(Mal)
163 In level 4 of the dream world, Cobb and Ariadne enter an elevator of a skyscraper. Cobb tells Ariadne they’ll save Fischer by giving him a kick, but they’ll have to improvise how. Cobb
Ariadne
(Fischer)
(Mal)
164 In level 4 of the dream world, Cobb and Ariadne exit the elevator at the top floor and enter a kitchen, where they meet Mal. Cobb gives Ariadne his gun and approaches Mal. Cobb
Ariadne
Mal
165 In level 2 of the dream world, Arthur completes step #9 of his new phase #3 escape plan. He sets more explosives on the bottom of the elevator. In level 2 of the dream world, Arthur flies back to the elevator and squeezes past to the bottom and sets the other explosives on the bottom of the elevator. Arthur
166 In level 4 of the dream world, Cobb is tempted to stray from his quest to reunite with his kids by Mal, but he declines the invitation and chooses to continue his quest to reunite with his children. In level 4 of the dream world, Mal tries to convince Cobb that her reality in limbo is just as valid as the real world and Cobb should stay with her there forever. Cobb says he can’t stay because he needs to get back to his children in real life. Mal
Cobb
Ariadne
167 In level 2 of the dream world, Arthur completes step #10 and #11 of his new phase #3 escape plan. He sets more explosives on the bottom of the elevator. He puts his sleeping team in the elevator and then puts headphones on Eames. In level 2 of the dream world, Arthur places the bundle of floating dreamers on the floor of the elevator. He sees Saito bleeding and then puts headphones on Eames. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
168 In level 3 of the dream world, Eames completes step #1 of the new phase #4 escape plan by setting explosives around the maze. In level 3 of the dream world, Eames sets explosives around the complex while dodging gun fire. Eames
Guards
169 In level 3 of the dream world, Saito prepares to enact his quest to hold off the incoming guards. In level 3 of the dream world, in the duct system, Saito hears security guards approaching. He holds up his gun weakly. Saito
Guards
170 In level 4 of the dream world, Mal uses her flaw and tries to tempt Cobb again to stay with her forever and stray from the path of his quest to reunite with his children. Cobb takes responsibility for Mal’s flaw and shines a light on it. In level 4 of the dream world, Mal tries to convince Cobb his reality isn’t real. Cobb confesses he implanted the idea in Mal that reality isn’t real when she became convinced the dream was real. This made her accept that they needed to die to escape the dream world, but the idea stuck, causing her to commit suicide in the real world as well. Mal
Cobb
Ariadne
171 In level 2 of the dream world, Arthur completes step #12 of his new phase #3 escape plan. He presses “play” on Eames’s headphones. In level 2 of the dream world, Arthur presses “play” on the music player. Arthur
172 In level 3 of the dream world, Eames prepares to complete step #2 of the new phase #4 escape plan by returning to Fischer. In level 3 of the dream world, Eames enters the room with Fischer and hears music. Eames
(Arthur)
Fischer
173 In level 3 of the dream world, Saito completes his quest to hold off the guards by shooting one, but this is a false victory because Saito dies anyway. In level 3 of the dream world, Saito shoots a security guard with his last ounce of strength and then dies himself. Saito
Guards
174 In level 3 of the dream world, Eames enacts step #2 of the new phase #4 escape plan by using the defibrillator on Fischer. His actions fail though because Cobb and Ariadne haven’t completed their quest to give Fischer a kick in level 4 of the dream world. In level 3 of the dream world, Eames uses the defibrillator on Fischer. Eames
Fischer
175 In level 4 of the dream world, Cobb bargains/lies to Mal. He says he’ll give her what she wants (he’ll stay with her for a lifetime) if she gives him what he wants (to release Fischer). Mal agrees. In level 4 of the dream world, lightning flashes across the sky. Cobb makes a deal with Mal. He will stay with Mal in limbo if she lets Ariadne take Fischer back up to level 3. Mal tells Ariadne that Fischer is on the balcony. (Eames)
Cobb
Mal
Ariadne
(Fischer)
176 In level 2 of the dream world, Arthur prepares to enact step #13 of the new phase #3 escape plan. He counts down and braces himself to detonate the explosives. In level 2 of the dream world, Arthur counts to the music while holding the detonator and bracing himself. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
177 In level 3 of the dream world, Eames continues enacting step #2 of the new phase #4 escape plan by using the defibrillator on Fischer. His actions fail though because Cobb and Ariadne haven’t completed their quest to give Fischer a kick in level 4 of the dream world. In level 3 of the dream world, Eames shocks Fischer again with the defibrillator. Eames
Fischer
178 In level 4 of the dream world, Ariadne completes step #3 of the quest to bring Fischer back to life by pushing him over a ledge.

Cobb confesses he tricked Mal and won’t honor their deal. So Mal stabs him in the chest.

In level 4 of the dream world, more lightning flashes across the sky. On the balcony Cobb tells Ariadne he has to stay in limbo to find Saito since he’s died by now. Cobb tells Mal he’s not staying for her because she’s not real. Mal stabs Cobb in the chest. Ariadne pushes Fischer off the roof and points her gun at Mal. (Eames)
Cobb
Mal
Ariadne
(Fischer)
(Saito)
179
11
Final showdown/escape
In level 3 of the dream world, Eames completes step #2 of the new phase #4 escape plan by using the defibrillator on Fischer and waking him up. In level 3 of the dream world, Fischer wakes up. Eames tells him to go into the next room, which is a giant vault, where he sees Maurice lying in a hospital bed. Fischer
Eames
Maurice
180 In level 4 of the dream world, Ariadne prepares to kill Mal, but Cobb stops her. In level 4 of the dream world, Cobb tells Ariadne not to shoot Mal. Then Ariadne lowers her gun. Cobb
Ariadne
Mal
181 In level 3 of the dream world, Eames prepares to complete step #4 of the new phase #3 escape plan by watching Fischer and being ready to detonate the explosives once Fischer has incepted himself. In level 3 of the dream world, Eames grabs the detonator and moves to the door of the vault room. Eames
Fischer
Maurice
(Guards)
182 In level 2 of the dream world, Arthur completes step #13 of his new phase #3 escape plan. He detonates the explosives on the bottom of the elevator. In level 2 of the dream world, Arthur hits the detonator, setting off the explosives attached to the bottom of the elevator. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
183 In level 3 of the dream world, Fischer enacts step #3 of the new phase #4 escape plan. He talks to Maurice and hears the message he needs to incept himself, which relates to clue #1. In level 3 of the dream world, rumbling noise fills the air. Maurice tells Fischer he wasn’t disappointed that Fischer could be more like him. He was disappointed that Fischer tried. (Arthur)
Maurice
Fischer
184 In level 2 of the dream world, Arthur completes step #14 and final step of his new phase #3 escape plan. The elevator hits the ground and gives the them the kick needed to bring them back to level #1 of the dream world. In level 2 of the dream world, the elevator car is rocketed through the elevator shaft. Arthur and the other dreamers are smashed against the floor. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
185 In level 3 of the dream world, Fischer completes step #3 of the new phase #4 escape plan. He talks to Maurice and hears the message he needs to incept himself, which relates to clue #3. In level 3 of the dream world, Eames watches as Maurice points to a safe by the bed. Fischer opens the safe and finds the pinwheel from the picture he put next to his dad’s death bed in real life. Fischer marvels at this Maurice dies. Then Eames hits the detonator, and a row of explosions rips through the outer walls of the complex. Eames
Maurice
Fischer
186
In level 4 of the dream world, Ariadne falls off a building to give herself the kick to go back up to level 3. Cobb decides to stay in level 4 of the dream world to say goodbye to Mal and to find Saito.
In level 4 of the dream world, fierce, howling wind kicks up. Ariadne says that’s the kick and they have to go. Cobb says he staying to find Saito and to say goodbye to Mal. Ariadne tells him not to get lost and to come back. Then she falls backward off the roof. (Eames)
Ariadne
Cobb
(Saito)
Mal
187 In level 4 of the dream world, Mal says Cobb promised to grow old with her, and Cobb says they did. Then he says he loves her and goodbye. Mal
Cobb
188 In level 3 of the dream world, the team falls from Eames’ explosions, kicking them back up to level 2 of the dream world. In level 3 of the dream world, Fischer and Eames fall as the floor beneath them collapses. Fischer
Eames
189 In level 2 of the dream world, the team falls when the inertia of the elevator stops, kicking them up to level 1 of the dream world. In level 2 of the dream world, the floating dreamers drop as the elevator car smashes into the top of the shaft. Arthur
Cobb
Saito
Eames
Ariadne
Fischer
190
12
Denouement 1
In level 1 of the dream world, Yusuf completes step #15 of phase #2 of the plan to manipulate Fischer. The van crashes into the river.

Fischer unwittingly enacts step #16 of phase #2 to manipulate Fischer. He pulls Browning out of the sinking van and swims to the river bank.

In level 1 of the dream world, Yusuf’s van smashes into the water below the bridge. Fischer wakes up and grabs Browning. Then he pulls Browning out of the sinking van and onto the river bank. Yusuf
Fischer
Browning
191 In level 1 of the dream world, Cobb’s team completes step #17 of phase #2 of the plan to manipulate Fischer. They escape the sinking van. In level 1 of the dream world, Cobb, Ariadne, Arthur and Yusuf sit in the van underwater breathing from air tanks. Arthur looks at Saito’s dead, bleeding body. Ariadne motions for Arthur to leave the van. Cobb
Ariadne
Arthur
Yusuf
Saito
192 In level 1 of the dream world, Fischer unwittingly enacts step #18 of phase #2 to manipulate Fischer. He decides to live for himself by breaking up his father’s business empire. In level 1 of the dream world, on the river bank, Browning apologizes for trying to hide Maurice’s second will from Fischer. Fischer says he’s going to live for himself from now on and not live in Maurice’s shadow/shoes. Browning
Fischer
(Maurice)
193 In level 1 of the dream world, Ariadne tells Arthur Cobb is experiencing the repercussion of failing to complete their quest before Saito died. In level 1 of the dream world, Arthur and Ariadne sit on the river bank. Ariadne tells Arthur that Cobb stayed in level 4/limbo to find Saito. Arthur
Ariadne
(Cobb)
(Saito)
194
In level 4 of the dream world, Cobb enacts step #1 and #2 of his quest to save Saito by finding him and convincing him to kill himself.
In level 4 of the dream world, a security guard finds an old, bearded Cobb washed up on a beach next to a Japanese castle. Guard
Cobb
195 In level 4 of the dream world, in the dining room of the Japanese castle, Cobb tells Saito he came to remind Saito that they’re in the dream world. Saito remembers the past dimly and looks at Cobb’s perpetually spinning spindle top and his gun on the table meaningfully. Cobb
Saito
196
13
Denouement 2
Everyone recieves their rewards for completing their quests.
In the real world, on the airplane, Ariadne watches Cobb sleeping. Cobb’s eyes open, and a flight attendant gives him a customs form and says they’ll be landing shortly. Saito picks up a phone and dials a number. Ariadne
Cobb
Stewardess
Saito
197 At the customs counter in the Los Angeles airport, Cobb hands a customs agent his passport. The customs agent stamps it and motions for the next person in line. Cobb nods and says goodbye to each of his team members as he walks away and sees Miles waving at him. Cobb
Customs agent
Ariadne
Saito
Eames
Arthur
Fischer
Yusuf
198 Miles and Cobb enter a house. Cobb spins his spindle top on a table as he sees his kids. He runs to join them as the spindle top continues to spin. Miles
Cobb
Cobb’s kids
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