Dom Cobb washes up onto a beach, where he sees two young children playing. Guards appear and forcibly escort him to the home of an old Asian man, who recognizes a small spinning top that Cobb carries and struggles to recall the man he knew who carried it. The old man tries hard to remember the person he met in “a half-remembered dream,” but his memory of the past is clouded: Cobb is a master in the art of “extraction,” a form of corporate espionage in which a specialized team invades the victim’s dreams to steal industrial secrets. To carry out a mission, Cobb, and his partner, Arthur, work with others who have specialized talents: an architect who designs a subconscious dreamscape in which the victim’s mind is taken; a forger who, in the shared dream, assumes the identity of any individual the victim knows; and a chemist who formulates sedatives that take the victim and the team into a shared dreamspace from which they can travel into lower levels of the subconscious. After sedating the victim, Cobb and his accomplices attach themselves and the sleeping victim to a portable machine that allows them to participate in the same dream. During the shared dream, the team cons the victim into revealing information. While on a job for the powerful Cobol Engineering, the team attempts to extract information from Mr. Saito, the head of a large energy corporation. However, Saito has been trained to defend himself against extraction and the mission fails. To avoid severe punishment from Cobol for not fulfilling the job, Cobb’s team must disband and go into hiding, but their architect is captured and dragged away by emissaries of the unforgiving corporation. As Cobb and Arthur flee, they are intercepted by Saito, who wants to hire Cobb for the more difficult task of “inception,” or the implanting of an idea into a person’s subconscious during a shared dream. Although Arthur argues that it cannot be done, Cobb, a fugitive barred from returning to his home and two young children in the United States, says he has done it but chooses not to do so again. Only after Saito offers to make it possible for Cobb to safely return to the U.S., does Cobb agree to the job. Saito’s target is Robert Fischer, Jr., the son and heir of the owner of a rival multi-billion-dollar corporation. The elder Fischer, Maurice, is dying and Saito wants Cobb to implant Robert with the idea to break up the corporation’s holdings. To assemble a team, Cobb and Arthur first visit Cobb’s father-in-law, Miles, a college professor who taught Cobb dream sharing. Although Miles disapproves of Cobb’s use of the skill, he wants to help reunite him with his children and introduces him to Ariadne, an American studying in Paris and an exceptional student of architecture. As one of the ways Cobb tests Ariadne’s suitability for the job, he brings her into his subconscious for a shared dream, where she skillfully manipulates the landscape. During the experience, she learns that the architect creates a dreamscape, but the dreamer’s subconscious creates people, called projections, that attack what it perceives as invaders. One of the projections, a young woman Cobb identifies as Mal, stabs and kills Ariadne within the dream, causing her to awaken. Arthur later tells Ariadne that Mal is a projection of Cobb’s deceased wife. While training Ariadne, Arthur explains that extractors move from one level of subconscious to a deeper one, or, dreams within dreams. Because frequent traveling to different levels of the mind makes it harder to distinguish between waking and sleeping, Ariadne is instructed to carry a totem, a small item that indicates to the bearer by its behavior whether he or she is awake. Cobb shows her the small top he carries, which does not stop spinning in a dream, but comes to rest in the waking world. Cobb has been withholding from his companions that his dreams are frequently interrupted by the incongruous sight of his two children playing or by projections of Mal, who attempts to sabotage his work. However, Ariadne senses that Cobb has emotional issues that could create trouble for the team, yet she joins them because of the creative opportunity the job provides. From Arthur, she learns how to create paradoxical architecture, such as infinite staircases and labyrinthine passages, in which the team can hide from projections. To complete the team, Cobb and Arthur travel to Mombasa, Kenya to secure a forger, Eames, and a chemist, Yusuf. Cobb explains to them that he will want to go three levels into the subconscious, or a dream within a dream within a dream, rather than the usual two levels. Although Yusuf believes that only two levels are stable, Cobb says that three can be achieved with a strong sedative. After Saito shows Cobb a dossier he has compiled on Robert that indicates a strained relationship with his father, Cobb warns that a seed planted during inception will change the man forever. In defense of his plans, Saito explains that it is necessary to break up Fischer’s corporation, because it owns most of the world’s oil and could become a superpower. As the team strategizes ways to convince Robert that the implanted idea is his own, Eames studies Peter Browning, Maurice’s right hand man and Robert’s godfather who is gaining power as Maurice weakens. Although they plan to manipulate Robert’s uneasy feelings about his father, Cobb believes that positive emotions work better than negative. The team decides that the idea they will implant is that Robert does not have to follow in his father’s footsteps and that his father wants him to create something for himself. Yusuf explains that the sedative he has created to connect the dreamers accelerates brain functioning, so that with each successively deeper level, a period of time is perceived as longer. Therefore what seems to take one week at the first level of dreaming, will seem to take six months at the second and ten years at the third. Although a sedative will take dreamers to deeper levels, they return to waking states by a series of pre-arranged, synchronized “kicks” —such as the sensation of falling—that are devised at each subconscious level to jolt them up to the next. To alert the dreamers at all levels when time is running out, Arthur chooses a song that, when played, will penetrate to the deeper subconscious. As Ariadne designs the dreamscapes, she guesses that Cobb cannot control his projection of Mal and urges him to warn the others, but Cobb believes he is in control and reveals that the reason he cannot return home is that he was accused of Mal’s murder. Noticing that Cobb has been dreaming a lot on his own, Ariadne enters his dream, where she eavesdrops and hears Mal remind Cobb that he promised when they married that they would grow old together. The team has an opportunity to approach Robert after Maurice dies, when Robert books a seat on a ten-hour flight from Sydney, Australia to Los Angeles. Saito buys the airline and the team takes over the first class compartment. Cobb reminds Saito that when they get to Los Angeles, he will be arrested and imprisoned for life, but Saito says that if the job goes well, he will make one phone call that will get the charges against Cobb dropped. Early on the flight, Cobb drugs Robert’s drink, and Saito and the team enter into a shared dream with him created by Yusuf. In the dream, which is set in a city during a rainstorm, they successfully abduct Robert and drive away with him, but their plans are interrupted by a freight train pushing through the city streets causing accidents. Immediately, the group is ambushed by armed projections, indicating that Robert has been trained to deflect extraction and is defending his subconscious. The projections shoot at them, critically wounding Saito. Although death in a dream usually results in the subject awakening, Yusuf warns that the sedative will prevent any of them from gaining consciousness until it wears off. If Saito dies in the dream, he will be trapped indefinitely in a limbo of deep subconsciousness in which he will eventually forget everything he knows. To save Saito, they must finish the job and return to consciousness. The team takes Robert to a warehouse and tricks him into thinking they want the combination of Maurice’s vault. Eames, who impersonates Browning and pretends that he, too, was abducted, tells Robert that Maurice left an alternate will in the vault instructing him to take apart the corporate holdings. The false Browning assures Robert that Maurice loved him, but Robert says that Maurice’s last word to him was “disappointed.” Ariadne confronts Cobb about the train, which she realizes was from his subconscious. He confesses that he and Mal had experimented with dreams and on a deep subconscious level built a city for themselves where they seemed to spend fifty years. He says that he convinced her to return with him to the real world, but after waking, Mal refused to accept that their subconscious city was a dream and committed suicide, believing that she would return to it. Because she left behind documents that suggested Cobb was a danger to her, he was forced to flee the country to avoid murder charges. As Robert’s hostile projections close in to kill them, they must escape to a deeper level of subconscious to complete the mission. The team enters a van driven by Yusuf. Within the dream, they drug Robert and send themselves into a second, deeper dream, but leave Yusuf behind to drive the van in which they sleep and protect them from Robert’s projections. At the next level down they are in a hotel. Cobb tells Robert that he is dreaming and introduces himself as Robert’s projection and head of his subconscious security. After Cobb convinces him that Browning was responsible for his abduction, Robert agrees to accompany the team deeper into a third subconscious level in order to discover Browning's motives. When they sedate themselves, they leave Arthur in the hotel dream, so that he can look after their sleeping bodies and distract the projections away from them. Robert’s dream on the next level begins on a snow-covered mountain where they ski to a fortress that contains the vault holding Maurice’s alternate will. At the same time in the first dream, Yusuf continues to drive the van carrying his sleeping companions, while Robert’s projections continue to attack him. The disturbance of the car creates gravity distortions in the second level, where Arthur is fighting off attacking projections in the hotel hallway. On the third level of subconsciousness, the instability is experienced as an avalanche. After Yusuf drives to the bridge to create the first kick, he sends a musical signal to the others and, hearing the song, Cobb estimates that Yusuf has ten seconds, Arthur three minutes and on the third level of subconscious they have an hour to complete their task. Yusuf drives off the bridge, creating the first of the synchronized kicks. This creates a freefall environment on the second level for Arthur, who moves the bodies of the dreamers to the elevator, where he sets ups explosive charges that will cause the elevator to drop and create a second kick. On the third level, just as Robert arrives at the vault to open it, Saito dies, then Mal appears and shoots Robert. Cobb declares that their mission has failed, but Ariadne suggests they can follow Robert into limbo and find him. She and Cobb sedate themselves, leaving Eames to watch over them. In a deep level of subconsciousness, Ariadne and Cobb wash up on a beach and walk into a cityscape that Cobb and Mal created. Believing that Mal is holding Robert to lure him to her, Cobb leads Ariadne to a recreation of his home, where they find Mal waiting. Guilt-ridden, Cobb confesses to Ariadne that the reason he knew inception was possible was because he tried it first on Mal. He explains that after spending years in their created world, Mal would not leave it, so he used inception to implant the idea that her world was not real. He convinced her to lie on a train track with him to wait for a train that would kill them and send them to reality. However, the seed of doubt he planted remained with her in the waking world and she committed suicide because she thought it was the way to return to what she believed was reality. Now disturbances from the upper dream levels are causing the city to crumble around them. After Mal tells them where to find Robert, who is unconscious, Ariadne and Robert return to the second level, where Eames uses a defibrillator to revive him. Cobb remains to search for Saito, who he guesses has died by now and is languishing in limbo. Mal tries to convince Cobb to stay with her to keep his promise of growing old together, but he tells her that during their fifty years together in their created city they did grow old and now he must release her and move on. As the van in the first dream approaches the water, which will create a kick, Arthur sets charges in the elevator in the second dream that will explode simultaneously. Robert opens the vault in the third dream and enters to find his projection of Maurice as he appeared before his death. Robert tells Maurice he knows he is disappointed that he is not like him, but Maurice explains that he is disappointed Robert tried to be like him. The van then slams into the water, and the charges on the lower two levels explode, creating the kicks that allow the dreamers to return to the van in the first dream. Everyone but Cobb and Saito exit the sinking vehicle and swim to shore. In a deep level of subconscious, Cobb awakens as he is washed ashore and sees projections of his two children playing. Guards forcibly escort him to see Saito, who has been there for decades, according to subconscious time, and is now an old man surrounded by projections. Cobb says he has come to remind Saito that this world is not real and invites him to return to the waking world. Their job completed, the members of the group awaken on the plane. When Robert gains consciousness, he no longer feels the burden of his father’s disapproval, and plans to dismantle the corporation. Cobb awakens in the plane twenty minutes before it lands in Los Angeles, and exchanges glances with Saito, who makes one phone call. At the airport, Cobb passes through immigration to where Miles awaits him. At home he spins the top to see if he is in the real world, but he does not remain to watch when he sees the faces of his children.