The Expendables led by Barney Ross (Sylvester Stallone) and formed by Lee Christmas (Jason Statham), Gunnar Jensen (Dolph Lundgren) and Toll Road (Randy Couture) extract former member Doctor Death (Wesley Snipes), a knives specialist and team medic, from a military prison during his transfer on a train. They recruit Doc 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 (Terry Crews), who directs them to the drop point where Ross is surprised to find out that the arms trader providing the bombs is Conrad Stonebanks (Mel Gibson), a former co-founder of the Expendables who went rogue and was presumed dead. In the ensuing firefight, they are forced to retreat due to Stonebanks' advanced weaponry, and Caesar is severely injured in the process.
Back at the United States, CIA operative Max Drummer (Harrison Ford), the Expendables' missions manager, gives Ross a mission to capture Stonebanks in order to bring him to the Hague International Criminal Court to be tried for war crimes. Blaming himself for Caesar's injuries, Ross disbands the Expendables, not wanting his team to get killed following him, and leaves for Las Vegas where he enlists retired mercenary Bonaparte (Kelsey Grammer) to help him find a new team of younger mercenaries to pursue Stonebanks. The recruits include ex-Marine John Smilee (Kellan Lutz), nightclub bouncer Luna (Ronda Rousey), computer expert Thorn (Glen Powell) and weapons expert Mars (Victor Ortiz). Skilled sharpshooter Galgo (Antonio Banderas) advocates to be included in the team, but Ross turns him down. The new team rendezvous with Ross' rival Trench Mauser (Arnold Schwarzenegger), returning a favor for Ross, who has traced Stonebanks to Romania where he is set to make an arms deal. Ross and the new recruits infiltrate an office building used as a meeting place by Stonebanks for the deal and capture him in order to deliver him to Drummer. However, Stonebanks' men catch up to them and fire a missile at the team's van. Ross is thrown into a river, while Smilee, Luna, Thorn and Mars are captured by Stonebanks.
Stonebanks sends Ross a video, challenging Ross to come after him and gives him his location in the country of Uzmenistan. While preparing to leave and mount a rescue alone, Ross is found by Galgo who offers him his services again. Ross this time agrees to give him a chance, later accompanied by the veteran Expendables. During the raid of the targeted building, the younger mercenaries have been rescued, only to learn from Stonebanks that he has rigged the place with explosives. Thorn is able to use a jammer device to delay the countdown. Stonebanks then orders the armed forces of Uzmenistan to attack the building with full force, including tanks and attack helicopters. Drummer and Mauser arrive in a helicopter themselves to help, alongside retired Expendables member Yin Yang (Jet Li). The new and veteran members of the Expendables overcome their hostility to one another and work together to kill Stonebanks' men. When a second wave of Stonebanks' army starts moving in for an attack, Drummer lands on the building to evacuate the team. However, Stonebanks personally attacks Ross, engaging him in hand-to-hand combat. Ross finally kills him just as the batteries of Thorn's device run out and the entire building begins to explode and collapse. The team makes it to Drummer's helicopter and flies away to safety with Ross barely making it.
Caesar recovers from his wounds, and Ross officially accepts Galgo, Smilee, Luna, Thorn and Mars into the team. They all celebrate at a bar together.
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