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A group of elite mercenaries, the Expendables, are deployed to the Gulf of Aden off the coast of Somalia to halt local pirates from executing the hostages. The team consists of leader Barney Ross (Sylvester Stallone), former SAS soldier and blades specialist Lee Christmas (Jason Statham), martial artist Yin Yang (Jet Li), sniper Gunnar Jensen (Dolph Lundgren), weapons specialist Hale Caesar (Terry Crews) and demolitions expert Toll Road (Randy Couture). Jensen instigates a firefight, causing casualties for the pirates. Yang and Jensen fight over moral disagreements about hanging a pirate, with Ross finally intervening. As a result of his psychological problems, Ross reluctantly releases Jensen from the Expendables.

Ross and his rival mercenary leader Trench (Arnold Schwarzenegger), go to see Mr. Church (Bruce Willis) who names himself after the church they meet in. He offers them a mission in Vilena, a fictional island in the Gulf of Mexico, to overthrow a brutal dictator, General Garza (David Zayas). Busy with other things, Trench gives the contract to Ross. Christmas visits his girlfriend, Lacy (Charisma Carpenter), whom he discovers has left him for another man, Paul. Ross and Christmas do initial reconnaissance after meeting with their contact, Sandra (Gisele Itié), only for the mission to go awry. Ross learns that Garza is backed by ex-CIA agent James Munroe (Eric Roberts) and his henchmen Paine (Steve Austin) and The Brit (Gary Daniels), who manipulate and keep Garza in power by making his people fear him. Sandra is revealed to be Garza's daughter. Ross decides to abort and causes casualties among the army as they escape. Meanwhile, Jensen approaches Garza and Munroe to help their side..