FADE IN: DAWN. CRASHING SURF. The waves toss a bearded onto wet sand. He lies there. A child's shout makes him lift his head to see: a little blonde boy crouching, back towards us, watching the tide eat a sandcastle. A little blonde girl joins the boy. The Bearded Man tries to call them, but they run off, faces unseen. He collapses. The barrel of a rifle rolls the Bearded Man onto his back. A Japanese security guard looks down at him, then calls up the beach to a colleague leaning against a Jeep. Behind them is a cliff, and on top of that, a Japanese castle. INT. ELEGANT DINING ROOM, JAPANESE CASTLE - LATER The Security Guard waits as an attendant speaks to an elderly Japanese man sitting at the dining table, back to us. ATTENDANT (in Japanese): He was delirious. But he asked for you by name. And... (to the Security Guard) Show him. SECURITY GUARD (in Japanese): He was carrying nothing but this... He puts a handgun on the table. The Elderly Man keeps eating. SECURITY GUARD: ...and this. The Security Guard places a SMALL PEWTER CONE alongside the gun. The Elderly Man stops eating. Picks up the cone. ELDERLY JAPANESE MAN (in Japanese): Bring him here. And some food. INT. SAME - MOMENTS LATER The Elderly Man watches the Bearded Man wolf down his food. Heslides the handgun down the table towards him. ELDERLY JAPANESE MAN (in English): Are you here to k** me? The Bearded Man glances up at him, then back to his food. The Elderly Japanese Man picks up the cone between thumb and forefinger. ELDERLY JAPANESE MAN: I know what this is. He spins it onto a table- it circles gracefully across the polished ebony... a spinning top. ELDERLY JAPANESE MAN: I've seen one before. Many, many years ago... The Elderly Japanese Man stares at the top mesmerized. ELDERLY JAPANESE MAN: It belonged to a man I met in a half-remembered dream... MOVE IN on the GRACEFULLY SPINNING TOP... ELDERLY JAPANESE MAN: A man possessed of some radical notions... The Elderly Japanese Man stares, remembering... COBB (V.O.): What's the most resilient parasite? CUT TO: INT. SAME ELEGANT DINING ROOM - NIGHT (YEARS EARLIER) The speaker, COBB, is 35, handsome, tailored. A young Japanese man, SAITO, eats as he listens. COBB: A bacteria? A virus? Cobb gestures at their feast with his wine gla**- COBB: An intestinal worm? Saito's fork pauses, mid-air. Cobb grins. A third man is at the table- ARTHUR. He jumps in to save the pitch- ARTHUR: What Mr. Cobb is trying to say- COBB: An idea. Saito looks at Cobb, curious. COBB: Resilient, highly contagious. Once an idea's taken hold in the brain it's almost impossible to eradicate. A person can cover it up, ignore it- but it stays there. SAITO: But surely-to forget...? COBB: Information, yes. But an idea? Fully formed, understood? That sticks... (taps forehead) In there, somewhere. SAITO: For someone like you to steal? ARTHUR: Yes. In the dream state, conscious defenses are lowered and your thoughts become vulnerable to theft. It's called extraction. COBB: But, Mr. Saito, we can train your subconscious to defend itself from even the most sk**ed extractor. SAITO: How can you do that? COBB: Because I am the most sk**ed extractor. I know how to search your mind and find your secrets. I know the tricks, and I can teach them to your subconscious so that even when you're asleep, your guard is never down. Cobb leans forwards. Holding Saito's gaze. COBB: But if I'm going to help you, you have to be completely open to me. I'll need to know my way around your thoughts better than your wife, your an*lyst, anyone. (gestures around) If this is a dream and you've got a safe full of secrets, I need to know what's in that safe. For this to work, you have to let me in. Saito gives this a flicker of a smile. Rises. A bodyguard opens double doors which give onto a lavish party. SAITO: Gentlemen. Enjoy your evening as I consider your proposal. They watch Saito leave. Arthur turns to Cobb, worried- ARTHUR: He knows. Cobb motions silence. A tremor starts, they steady their gla**es, Cobb glances at his watch- the second hand is frozen. ARTHUR: What's going on up there? And we- CUT TO: FILTHY BATHROOM - DAY (FEELS LIKE DIFFERENT TIME) Cobb, asleep, sitting in a chair at the end of a steaming bath. The chair is up on a cabinet- the bottom of the legs level with the rim of the tub. A sweating man (40's) watches over Cobb. This is NASH. A distant explostion rumbles through the room. Nash moves to the window, parts the curtains. Outside: a chaotic developing-worldcity - the street filled with rioters -- smashing, burning. Nash checks Cobb's left wrist: above his watch, tape holds TWO THIN YELLOW TUBES in place. Nash looks at Cobb's watch- the second hand crawls unnaturally slowly. Nash follows the tubes to a SILVER BRIEFCASE at Arthur's feet: Arthur is asleep in an armchair. Tubes connect the briefcase to Arthur's wrist. Nash follows another set of tubes from the briefcase to where they pa** under the door to the bedroom. Through the crack of the door, Nash sees SAITO asleep on the bed, tubes running to his wrist. BOOM -- a closer explostion, and we- CUT TO: INT. BULLET TRAIN COMPARTMENT - DAY (FEELS LIKE DIFFERENT TIME) Nash, ASLEEP. Head rocking against the window as the train bumps over a rough piece of the track. A Japanese Man, TODASHI (18) watches Nash nervously. He checks Nash's wrist: two yellow tubes connect NASH with three other sleeping men in the compartment: COBB, ARTHUR, SAITO. Todashi checks his watch: the second hand ticks IN REAL TIME. Another train pa**es in the opposite direction with a MIGHTY WHUMP− Todashi's eyes fly to Nash's sleeping face- NASH jerks with the movement of the train, and we- CUT TO: INT. FILTHY BATHROOM - CONTINUOUS Another EXPLOSION- Nash checks the sleeping Cobb and we- CUT TO: EXT. ROOFTOP TERRACES, JAPANESE CASTLE - NIGHT A low tremor rumbles through the castle. Cobb and Arthur steady themselves against the wooden rail. Several tiles and pieces of masonry fall. Below them a black sea churns. Other guests wander the ma**ive terraces. ARTHUR: Saito knows. He's playing with us. COBB: I can get it here. The information's in the safe− he looked right at it when I mentioned secrets. Arthur nods. Then spots someone over Cobb's shoulder. ARTHUR: What's she doing here, Cobb? Cobb turns to see a beautiful woman, elegantly dressed, staring out at the sea. This is MAL. Cobb watches her. COBB: You just get to your room. I'll take care of the rest. ARTHUR: See that you do. We're here to work. Arthur brushes past Mal, shaking his head. She nears Cobb. Looks out at the DROP. The wind whips her here- MAL: If I jumped, would I survive? COBB: With a clean dive, perhaps. Mal, why are you here? She turns to look at him. Amused. MAL: I thought you might be missing me... She smiles. He leans in, mesmerized. COBB: I am. But I can't trust you anymore. She stares up at him, inviting. MAL: So what? INT. BEDROOM SUITE, JAPANESE CASTLE - MOMENTS LATER Mal sips champagne as she studies a painting by Francis Bacon. MAL: Looks like Arthur's taste. Cobb is looking down through the window at the guardspatrolling the castle at ground level. COBB: Actually, Mr. Saito is partial to postwar British painters. He turns to Mal, donning a pair of black leather gloves. COBB: Would you sit down? Mal lowers herself gracefully into a leather wingback chair. Cobb approaches, pulls out a length of black rope and kneels at Mal's feet. She looks down at him. MAL: Tell me... Cobb ties the rope around the chair legs. MAL: Do the children miss me? Cobb pauses. He lets his gloved fingers lightly touch Mal's ankle. He looks up at her. COBB: You can't imagine. Mal looks away, uncomfortable. Cobb gets to his feet, letting out the rope as he moves back to the window. MAL: What're you doing? Cobb tosses the rope out- COBB: Getting some air. He tugs on the rope, testing. The weight of the chair, with Mal on it, holds. COBB: Stay seated. Please. And with that, he JUMPS. Mal considers the open window. EXT. JAPANESE CASTLE WALL - CONTINUOUS Cobb rappels down the wall, darting past windows. He stops at a particular one. Gets out a gla** cutter- Suddenly he starts dropping- INT. BEDROOM SUITE, JAPANESE CASTLE - CONTINUOUS The empty chair slides across the floor- wedges under the window- EXT. JAPANESE CASTLE WALL - CONTINUOUS Cobb jolts to a stop 15 ft. lower. He looks up at the bedroom window. Shakes his head. Starts climbing back. INT. KITCHEN, JAPANESE CASTLE - MOMENTS LATER Cobb drops silently from the window into the darkened kitchen. He pulls a pistol from his belt, screwing a silencer onto the barrel as he glides across the room. INT. HALL, JAPANESE CASTLE-CONTINUOUS Cobb SLIPS through the shadows towards a guard stationed at the head of a grand staircase... The Guard hears something- turns- peers into the shadows... Cobb flashes out of the shadows, silenced pistol up, aiming- PHHT- head shot- the Guard starts to drop... but Cobb is already there to catch him, sliding on his knees and lowering the Guard silently to the floor. INT. DINING ROOM, JAPANESE CASTLE - CONTINUOUS Cobb moves to a painting. With practiced hands he removes it from the wall, revealing a safe. Cobb spins the dial, pulls it OPEN, grabs an envelope from within, stuffs it into his waistband, where there is already an IDENTICAL ENVELOPE. Lights come on. Cobb freezes. SAITO (O.S.): Turn around. Cobb turns. At the far end of the room: Saito. Next to him is Mal, gun in hand. She smiles at Cobb. MAL: The gun, Dom. Cobb doesn't move. Mal motions outside- two guards drag Arthur into the room. Mal puts the gun to his head. MAL: Please. Cobb slowly places his gun at his end of the long table, then slides it along the polished ebony. It comes to rest halfway down the length or the table. SAITO: Now the envelope, Mr. Cobb. Cobb reaches into his waistband, removes one of the envelopes, SLIDES it along the table. Steps back, hands raised. COBB: Did she tell you, or have you known all along? SAITO: That you're here to steal from me? (beat) Or that we're actually asleep? Arthur gives Cobb an I-told-you-so look. SAITO: I want to know who your employer is. Mal co*kS the gun at Arthur's temple. COBB: No point threatening him in a dream. MAL: That depends on what you're threatening. k**ing him would just wake him up... but pain? Pain is in the mind... Mal lowers the gun and SHOOTS Arthur in the leg- Arthur drops, SCREAMING- Mal looks at Cobb, cold. MAL: And, judging by the decor, we're in your mind, aren't we, Arthur? Cobb watches Arthur's PAIN. Mal aims at Arthur's other leg... Cobb springs for the table, skidding along its polished surface- he grabs his gun- SHOOTS ARTHUR BETWEEN THE EYES- Arthur drops- the room starts to SHUDDER in a MASSIVE EARTHQUAKE− Cobb springs for the door- Arthur's eyes stare at the ceiling, DEAD, and we- CUT TO: INT. FILTHY BATHROOM - DAY Arthur's EYES OPEN as he WAKES IN THE ARMCHAIR- he GRABS at the tubes at his wrist, yanking them free- NASH: What're you doing?! It's too soon- FLUID spurts from the tubes as Arthur struggles with the SILVER CASE on the bathroom floor. ARTHUR: I know! We have to reconnect the loop before they wake up! Arthur grabs the case and pushes through the door to the bedroom− following the tubes to where they meet Saito's wrist- SAITO LIES ON THE BED ASLEEP. Saito STIRS and we- CUT TO: INT. JAPANESE CASTLE CORRIDOR - NIGHT Cobb lurches towards the stairs, as all around him the building bucks and heaves- INT. DINING ROOM, JAPANESE CASTLE - CONTINUOUS Saito and the Guards panic. Mal walks calmly through the destruction, picks up the envelope and turns to Saito. MAL: He was close. Very close. EXT. GRAND STAIRCASE, JAPANESE CASTLE - CONTINUOUS Cobb runs up the stairs, pulling out the SECOND ENVELOPE- INT. DINING ROOM, JAPANESE CASTLE - CONTINUOUS Saito RIPS open the envelope, pulls out sheets of paper. He looks at Mal, PANICKED. He turns to the Guards- SAITO: Stop him! Mal, confused, looks at the sheets of paper: THEY ARE BLANK. Mal smiles, amused. INT. GRAND STAIRCASE, JAPANESE CASTLE - CONTINUOUS As Cobb runs up the stairs he reads the TYPEWRITTEN SHEETS from his envelope, and we- CUT TO: INT. DILAPIDATED HOTEL ROOM - DAY Arthur OPENS the silver case: a COMPLEX MECHANISM of TUBES, SYRINGES, DOSAGE CONTROLLERS. Arthur's hands fly across the machine's controls as he glances at Saito's STIRRING face- ARTHUR: I'm not going to make it! Wake Cobb! INT. FILTHY BATHROOM - CONTINUOUS Nash turns to Cobb. Raises his hand and SMACKS him across the face, and we- CUT TO: INT. GRAND STAIRCASE, JAPANESE CASTLE - NIGHT Cobb is SMASHED sideways off his feet... INT. DINING ROOM, JAPANESE CASTLE - NIGHT The CEILING CRACKS above Saito- he looks up as a TON of STONE floods down, CRUSHING HIM and we- CUT TO: INT. DILAPIDATED HOTEL ROOM - DAY Saito's eyes FLICKER OPEN. AWAKE. INT. FILTHY BATHROOM - CONTINUOUS Nash SMACKS Cobb again- NASH: He won't wake! INT. DILAPIDATED HOTEL ROOM-CONTINUOUS Arthur crouched by Saito, connects the second tube. ARTHUR: Dunk him! A CLICK: Arthur looks up to find Saito with a gun to his head and a finger to his lips, gesturing silence... INT. FILTHY BATHROOM - CONTINUOUS Nash puts his hand on Cobb's forehead and PUSHES HIM BACKWARDS− as Cobb starts to FALL BACKWARDS in the chair we are in SLOW MOTION, and we- CUT TO: INT. GRAND STAIRCASE, JAPANESE CASTLE - NIGHT Cobb, full speed, picks himself up, scrambling to read the last sheet of paper. He stares at it PUZZLED- bullets hit around him as the Guards race up the stairs and we- CUT TO: INT. FILTHY BATHROOM - DAY Cobb in SLOW MOTION, hits the WATER- head THRASHING as he goes under- and we- CUT TO: INT. GRAND STAIRCASE, JAPANESE CASTLE - NIGHT Cobb glances up from the paper as WATER EXPLODES IN THROUGH ALL THE WINDOWS, FLOODING THE ENTIRE HALL- COBB IS SWAMPED BY WATER, SPUN IN ALL DIRECTIONS AT ONCE- HE PULLS DEEPER OR FOR THE SURFACE, WE CAN'T TELL... HE BREAKS THE SURFACE, GASPING FOR AIR IN THE BATHTUB IN THE- INT. FILTHY BATHROOM - DAY Cobb's AWAKE, GULPING AIR, getting his bearings. Saito SMASHES into the room, KNOCKING Nash down- Cobb LAUNCHES himself out of the tub, FLYING dripping wet across the room to SLAM Saito against the door- the gun DROPS, Cobb's fist CONNECTS with Saito's jaw and the struggle is over. INT. DILAPIDATED HOTEL ROOM - MOMENTS LATER Cobb, wet but composed, sits, turning Saito's gun in his hand. Nash holds Saito's arms behind him. Outside, the sounds of RIOTING grow louder. COBB: You came prepared. SAITO: I bring the gun because not even my head of security knows this apartment. How did you find it? Arthur, at the window, looks out at the WORSENING VIOLENCE. COBB: Hard for a man in your position to keep a love nest totally secret... particularly when there's a married woman involved. SAITO: She would never... COBB: And yet, here we are. Saito is silent. COBB: With a dilemma. SAITO: You got what you came for. COBB: Not quite. The key piece of information wasn't there, was it, Mr. Saito? Arthur looks over at Cobb, worried. ARTHUR: They're getting closer, Cobb. CUT TO: INT. BULLET TRAIN COMPARTMENT - DAY Todashi slips a pair of HEADPHONES over Nash's ears, then pulls out an MP3 player and we- CUT TO: INT. DILAPIDATED HOTEL ROOM - DAY Saito's eyes are on the floor. COBB: You held something back because you knew what we were up to... Cobb uses the barrel of the gun to raise Saito's chin. COBB: So why let us in at all? Saito smiles, defiant. VIOLENT NOISES echo up the stairway... SAITO: An audition. COBB: Audition for what? SAITO: It doesn't matter. You failed. COBB: I extracted all the information you had in there. SAITO: But your deception was readily apparent. And we- CUT TO: INT. BULLET TRAIN COMPARTMENT - DAY Todashi opens the SILVER BRIEFCASE, revealing the complex mechanism of syringes and controllers- FOUR CONTROLLERS DISPLAY COUNTDOWNS. Todashi waits for the first countdown to hit "30," then HITS PLAY on the MP3 player- He watches Nash's sleeping face as he RAISES the volume... Through Nash's headphones: the opening bars of Edith Piaf's "Non, je ne regrette rien," and we- CUT TO: INT. DILAPIDATED HOTEL ROOM - DAY In the distant background, strange MASSIVE low-end MUSICAL start, sounding like DISTANT HORNS... SAITO: So leave me and go. COBB: You know the corporation who hired us won't accept failure. We won't last two days... The DISTANT, SLOWED-DOWN MUSIC is becoming LOUDER, as are the SHOUTS coming up the stairs. Arthur looks at his watch, its SLOW SECOND TICKING MARKS TIME WITH THE MASSIVE MUSIC. ARTHUR: Come on, Cobb. COBB: So now I have to do this the old- fashioned way- Cobb GRABS SAITO AND PUTS HIS HEAD TO THE FLOOR, gun pressed into his cheek. Saito looks into Cobb's eyes- sees he will pull the trigger. Saito BLINKS, looks away in shame- When he NOTICES SOMETHING. And starts LAUGHING. SAITO: I've always hated this carpet. Cobb's eyes flick to the carpet and back. SAITO: It's stained and frayed in such distinctive ways... Cobb looks up at Nash, who shrugs, at a loss. SAITO: But very definitely made of wool. Right now I'm lying on polyester. Cobb glares at Nash, and we- CUT TO: INT. BULLET TRAIN COMPARTMENT - DAY Todashi watches the first of the countdowns hit ZERO- He looks up at Arthur, STIRRING, and we- CUT TO: INT. DILAPIDATED HOTEL ROOM-DAY Saito turns from the carpet to look up at Cobb. SAITO: Which means I'm not lying on my carpet, in my apartment...(smiles) You've lived up to your reputation, Mr. Cobb... I'm still dreaming. Cobb looks over to Arthur, but ARTHUR HAS VANISHED, and we- CUT TO: INT. BULLET TRAIN COMPARTMENT - DAY Arthur's eyes flicker open, AWAKE. He RIPS at his tubes. TODASHI: How'd it go? ARTHUR: Not good. Arthur checks the remaining three countdowns, and we- CUT TO: INT. DILAPIDATED HOTEL ROOM - DAY Saito gets to his feet, looking admiringly at Cobb. SAITO: A dream within a dream-I'm impressed. Cobb lowers the gun. Defeated. Glances at his watch. The music REVERBERATES, the RIOTERS BANG ON THE DOOR, and we- CUT TO: INT. BULLET TRAIN COMPARTMENT - DAY Arthur retracts the tubes into the case as he watches the next countdown hit ZERO, and we- CUT TO: INT. DILAPIDATED HOTEL ROOM - DAY Another BANG on the door- Saito, confident now, approaches Cobb. Nash is behind Saito. SAITO: But in my dream, we really ought to be playing by my rules... NASH: Ah, yes, but you see, Mr. Saito- Saito turns to Nash- COBB: We're not in your dream- Saito turns back to Cobb, BUT COBB HAS VANISHED- NASH: We're in mine. Saito SPINS back to Nash- the DOOR SMASHES OFF ITS HINGES AS RIOTERS POUR INTO THE ROOM, SWARMING OVER NASH... BUT NASH IS GONE. The music DIES. Saito and the rioters stand there in the SILENCE, the light DWINDLING... and we- CUT TO: INT. BULLET TRAIN COMPARTMENT - DAY Nash' eyes open, AWAKE. ARTHUR (O.S.): a**hole! Nash BLINKS. Arthur is in his face, furious. ARTHUR: How could you get the carpet wrong?! NASH: It wasn't my fault! ARTHUR: You're the architect- NASH: I didn't know he was going to rub his damn cheek on it! Cobb pulls Arthur away from Nash. COBB: Lets go. ARTHUR: And you-what the hell was all that? COBB: I had it under control. ARTHUR: I'd hate to see out of control- COBB: There's no time for this-I'm getting off at Kyoto. ARTHUR: Why? He's not gonna search every compartment. COBB: I can't stand trains. Arthur moves to the briefcase. Turns a dial. ARTHUR: I can keep him under for one minute- Arthur hits a bu*ton- A PLUNGER DEPRESSES. Cobb RIPS the tape off Saito's wrist, ROLLS up his tubes. Arthur SLAMS the silver case shut. Todashi pulls open the door- COBB: Every man for himself. Arthur and Nash EXIT, heading in different directions down the corridor. Cobb hands Todashi a thick roll of CASH, looks at Saito, who stirs. Cobb moves off. EXT. JAPANESE COUNTRYSIDE - CONTINUOUS The BULLET TRAIN speeds through the lush landscape. INT. BULLET TRAIN COMPARTMENT - CONTINUOUS Saito WAKES GENTLY. Looks around the compartment, empty but for Todashi, reading a comic. Saito looks down at his wrist. Sees a small mark. Rubs it. SMILES. EXT. TOKYO - DUSK Moving over the vast city towards a high rise. A HELICOPTER thumps into frame, heading for a pad on the roof.