Cobb (Leonardo DiCaprio) is found unconscious on a beach and brought into the chamber of an elderly man, who speaks to him cryptically. Cobb is carrying only a small spinning top and a handgun.
At an earlier time, a crime takes place inside a dream arranged by Cobb and his team, including a point man, Arthur (Joseph Gordon-Levitt), and an architect (someone who designs dream worlds) named Nash (Lukas Haas). They are currently inside the mind of Saito (Ken Watanabe), whom they belatedly discover is aware of their deception, causing them to fail their mission, and is auditioning them to work for his own dream crime.
The rules of dream worlds are explained: individuals hurt in a dream world will experience pain in a very real sense, but in-dream death merely causes the individual to wake. Dreamers use totems, small self-made artifacts (e.g. Cobb's metal top), to test whether they are awake or merely dreaming. Mazelike dream worlds contain the other shared dreamers -- all sleeping in a special drug-induced state in close proximity to each other. Objects and characters in the dreams are projections of the dreamers' minds, and may be lacking in unconsidered details. Dream crimes perpetrated by the likes of Cobb usually involve extraction of secrets from a target's mind.
After exposing Cobb and waking up, Saito intercepts Cobb while he attempts to leave Japan and asks him to perform the act of inception--creating a thought in the mind of a person, undetected. In return for a successful inception, Saito offers Cobb a chance to return to his children in America.
Cobb recruits Eames (Tom Hardy), a forger capable of shifting his identity inside a dream, and Ariadne (Ellen Page), whom he and Arthur train as their new architect as Nash was taken by Saito. While Ariadne trains inside Cobb's mind, she comes to understand what is haunting him: a vision of his deceased wife Mal (Marion Cotillard) that continually disrupts his dream world.
The inception target is Robert Fischer (Cillian Murphy), son of Saito's terminally ill corporate rival Maurice Fischer (Pete Postlethwaite), and the objective is to seed Fischer with an idea that will lead to his dismantling his father's empire. Cobb's team forms a plan that will have them passing through a dream within a dream within a dream. Due to sedatives used and the depth of the multi-layered dreams, the usual rule of death leading to wakefulness is void: anyone killed in the dream will enter a mental limbo where even a few moments of real time could seem to be decades within the dream/limbo world and the person would not be able to distinguish this dream world from the real world.
We learn that Cobb and Mal once spent many years in the limbo state, Mal with her spinning-top totem (now used by Cobb) that spins indefinitely within dreams but stops spinning in the real world. Mal suffered delusions after waking from limbo, convinced that she was still in a dream and that the real world was still to come after her death. Ultimately this belief led to her suicide, which she tried to convince Cobb to join her in by incriminating him in her death. Instead, Cobb refused and fled the U.S. (and his children), to avoid facing murder charges. Saito promises that with a phone call, he can make the charges against Cobb disappear.
When the elder Fischer dies in Sydney, Saito arranges for himself and Cobb's team to share the first-class cabin with the younger Fischer on a flight from Sydney to Los Angeles. They proceed to drug Fischer and enter into a dream with him. They have help from Yusuf (Dileep Rao), the chemist who developed the compounds specific to the multi-level dream state they are attempting. Upon arriving in the first dream level, which is a rainy inner city area, the team kidnaps Fischer but is assaulted by guards within his mind. Saito is injured badly but kept alive. Eames takes the identity of Peter Browning (Tom Berenger), Fischer's godfather, pretending to have been kidnapped as well to try and extract information from Fischer. The team, while inside a van driven by Yusuf while being chased by the mercenaries, pushes down into the next dream level. The second level is a hotel where the team tricks Fischer into believing his dreams are under attack and that the kidnapping on the first level was orchestrated by Browning. Cobb convinces him that he must find out why his godfather is turning against him. The third level (designed by Ariadne, as are the other levels, so that Cobb lacks detailed knowledge of their layout lest his tormented subconscious interfere) is a snowy mountain fortress Fischer must break into to ultimately locate the idea the team is planting.
During the third-level attempt to break in, Fischer is killed by Cobb's projection of his dead wife Mal, and so is lost into limbo before the idea is planted. Cobb and Ariadne follow him down to this fourth level in an attempt to salvage the mission. But they are running out of time, since at each level, "kicks" to help them escape back to reality are imminent: explosives on the mountain fortress, explosives in the hotel, and the splash of the van into a river. Each team member left behind on each level (Yusuf driving the van, Arthur in the hotel, and Eames and Saito in the fortress) is protecting the rest of the team, fighting off Fischer's projected mercenaries.
In limbo, Ariadne and Cobb are confronted by Mal. It is revealed that Cobb knew inception was possible because when previously trapped in limbo with Mal he had planted the idea in her mind that the limbo world was fake—an implantation that got her to leave limbo but persisted in real life, leading to her suicide. Mal attempts to convince Cobb to stay in limbo and attacks him, but Ariadne shoots her and Mal dies in Cobb's arms. Following this, Fischer and Ariadne are able to return to the third-level mountain fortress, where Fischer confronts his father and reaches the cathartic understanding (as intended by the team) that his father had wanted him to be his own man. But during the confrontation with Mal in limbo, Saito dies (in level three). Cobb remains in the limbo state to locate him.
Returning to where the movie began, Cobb speaks with the elderly man (Saito, after many dream years in limbo). Cobb tells Saito the world he is in is not real, and they need to leave.
Cobb suddenly awakens to find everyone on the plane (including Saito) up and well. Saito picks up a phone and honors their arrangement, Cobb reenters the United States without incident, and is reunited with his children. Cobb spins his totem to test reality, but is distracted by the sight of his children. The top slows slightly and begins to wobble, but the screen cuts to black before it falls which leaves the question of whether Cobb is still dreaming.
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