This talk continues a series of technical talks about the internals of Azul's Falcon compiler. Inlining is a critically important compiler optimization. It is especially important in Java because of the extensive use of object-oriented abstractions. Introducing a custom downstream inliner in Falcon enabled great performance and compile-time improvements. In this session, we will give an overview of the inliner we implemented. We will talk about benefit-driven inlining heuristics, prioritization, a combination of top-down and bottom-up traversal orders, and clustering.