The Expendables—led by Barney Ross and formed by Lee Christmas, Gunner Jensen, and Toll Road—extract former member Doctor Death, a medic and knives specialist, from a dictator’s fortress prison-camp during his transfer on a train. They recruit Doctor Death to assist them in intercepting a shipment of bombs meant to be delivered to a warlord in
Somalia. Arriving there, they reunite with Hale Caesar, who directs them to the drop point, where Barney is surprised to find out that the arms trader providing the bombs is Conrad Stonebanks, a disgraced former co-founder of the Expendables who went rogue and was presumed dead. In the ensuing firefight, The Expendables kill all but Stonebanks, who shoots Caesar. They are forced to retreat when Stonebanks drops a bomb on them from his helicopter, and Caesar is severely injured. Back in the United States,
CIA operative Max Drummer, the Expendables' new missions manager, gives Barney a mission to capture Stonebanks to bring him to
the International Criminal Court to be tried for war crimes. Blaming himself for Caesar's injuries, Barney disbands the Expendables and leaves for
Las Vegas, where he enlists retired mercenary-turned-recruiter Bonaparte to help him find a new team of younger mercenaries. The recruits include former U.S. Marine John Smilee, nightclub bouncer Luna, computer expert Thorn, and weapons expert Mars. Skilled sharpshooter Galgo asks to be included in the team, but Barney turns him down. The four new team members rendezvous with Barney's rival Trench Mauser, returning a favor for Barney. Drummer has traced Stonebanks to
Bucharest, where he is set to make an arms deal. Barney and the new recruits infiltrate an office building Stonebanks is using and, having to kill a few men in the process including arms buyer Goran Vata, capture Stonebanks. In transit, Stonebanks taunts Barney and explains why he betrayed the Expendables. Barney nearly kills him to shut him up, but, despite Stonebanks egging him on, he stands down. Stonebanks' men catch up to them, with the aid of his
GPS Tracker, and fire a missile at the team's van. Barney is thrown into a river, while Smilee, Luna, Thorn, and Mars are captured by Stonebanks' crew. Barney kills Stonebanks' retrieval team and escapes. Stonebanks sends Barney a video, challenging Barney to come after him and giving him his location in Azmenistan. While preparing to leave and mount a rescue alone, Barney is found by Galgo, who offers his services again. Barney accepts, later accompanied by the veteran Expendables. They rescue the young mercenaries, only to learn from Stonebanks that he has rigged the place with explosives with only 45 seconds left for them to explode. As both the young and veteran Expendables fight one another, Barney convinces them to work together to take down Stonebanks. As the final battle begins, Thorn uses a jammer device to delay the countdown, giving them just under half an hour before detonation. Stonebanks orders the Azmenistan army to attack the building with full force, including tanks and attack helicopters. Drummer and Trench arrive in a helicopter to help, alongside returning Expendables member Yin Yang. The new and veteran members of the Expendables work together to kill Stonebanks' men. When a second wave moves in, Drummer lands on the building to evacuate the team. As everyone makes it to Drummer's chopper, Stonebanks personally attacks Barney after shooting him down. Having been forced to remove the armor and his weapon, Barney and Stonebanks engage in hand-to-hand combat. Both are evenly matched, but Barney knocks down Stonebanks before they both reach for their guns. Stonebanks shoots, but Barney gets the better of him. At his mercy, Stonebanks questions Barney about delivering him to the International Criminal Court. Barney coldly shoots Stonebanks in response. Seconds after Stonebanks' death, the batteries of Thorn's device run out, causing the building to explode and collapse. The team makes it to Drummer's helicopter and flies away to safety, as Barney clings to it from the outside. In the aftermath, Caesar recovers from his wounds, and Barney officially accepts Galgo, Smilee, Luna, Thorn, and Mars into the team. They all celebrate at a bar together. ==Cast==