The film opens with Cobb (Leonardo DiCaprio) unconscious on a beach. He is found by an armed guard and brought into the chamber of an elderly man, who speaks to him cryptically. Cobb is carrying a small metal totem and a gun with him.
The plot cuts back to reveal a crime inside a dream, performed by Cobb and his team, including a point man, Arthur (Joseph Gordon-Levitt) and an architect named Nash (Lukas Haas) who crafts and maintains the balance of the dream world. They are inside the mind of Saito (Ken Watanabe), who, unknown to them, is aware of their deception and is auditioning them for his own crime.
The rules of the dream world are explained: if an individual is hurt in the dream world, they will experience pain in a very real sense. But if they die in the dream, they will merely wake up.
The team and Saito are brought back to the real world (in Japan), where they are joined by a mysterious device in a briefcase that injects compounds into their systems, lulling them into a shared dream experience.
The team escapes with the appearance of having eluded capture by Saito, but Cobb and Arthur are confronted by Saito when attempting to leave the country. Saito convinces Cobb to take the job of inception (the implantation of a thought within a person's mind) by offering him a way to go home to his children.
Cobb recruits Eames (Tom Hardy), a forger who can shift his identity inside a dream, as well as a new architect named Ariadne (Ellen Page), a student who appears to be all but a prodigy at constructing dreams. While Ariadne trains inside Cobb's mind, she sees and slowly comes to understand what is haunting him: a vision of his deceased wife Mal (Marion Cotillard) that continuously disrupts his dream world.
The team's target for inception is Robert Fischer Jr. (Cillian Murphy), son of a late corporate rival. The idea is a complex emotional suggestion that will ultimately lead Fischer to disband his father's empire. To achieve their goal, Cobb's team will have to pass down through several levels, each a dream within the last. Time slows down with each level, as in five minutes of real time would equal an hour in the first dream, 10 hours in the next, and so on.
Because of the drugs used and the depth of the dreams there is state of limbo that will be entered if a person dies within this particular dream experience. The time within limbo is compounded so drastically that even a few moments of real time could seem to be decades.
We learn that Cobb and Mal spent many years in the limbo state, before coming back to reality as their younger original selves. They clung to totems, tiny objects carried to remind the dreamer of their state. Mal's totem (which is now carried by Cobb) was in the opening scene and appears frequently. He suggests that in his dreams, it spins indefinitely.
Mal suffered a psychological breakdown after waking from limbo, convinced that the real world was still to come after her death. She leapt out a window with Cobb watching but unable to intervene, leaving the police a letter indicating her depression, and his supposed guilt. Cobb subsequently fled the country.
The team boards a Boeing 747 transporting Fischer, drugging him without his knowledge, and entering into a dream with him. They have help from Yusuf (Dileep Rao), the chemist who developed the compounds specific to the deep dream state they are attempting. Inside the first level, the team locates Fischer and kidnaps him only to be assaulted by a group of mercenaries created by Fischer's trained subconscious.
Saito is injured badly, but not allowed to die for fear he would lose his mind within the limbo state. Eames takes the identity of Peter Browning (Tom Berenger), Fischer's godfather, to try and extract information from him. Eventually the team pushes down into the next dream level, while inside a moving van being chased by mercenaries.
The second level is a hotel where the team lulls Fischer into their confidence, and convinces him that he must find out why his own right-hand man is turning against him. The third and final level is a mountainous compound where the secret is stored, and Fischer must break in to find it.
During the attempt to break in, Fischer is killed by Cobb's projection of his dead wife, and is lost into the limbo state. Cobb and Ariadne follow him down in an attempt to salvage the mission. They are confronted by Mal, and it is revealed that Cobb knew an inception was possible because he planted the idea that the world Mal was in was fake, causing her to leave limbo in the first place. Mal attempts to convince Cobb to stay in limbo, but Ariadne shoots and kills her.
Following this, Cobb and Ariadne are able to return Fischer to the mountain compound. When Fischer confronts his father in this dream state, he realizes that his father had wanted him to be his own man and make his own choices. During this time Saito has died, and Cobb remains behind in the limbo state to locate him and bring him back. When Cobb finds Saito he is now an old man, and the context of the opening scene is revealed.
Everyone wakes up, alive and well. As per his deal with the powerful Saito, Cobb is given leeway to re-enter the United States. He is reunited with his children. The final shot shows his totem, in mid-spin, beginning to wobble. The scene then cuts to black, leaving it up the viewer to decide if it's a dream or reality.
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