The movie opens on a military-like compound in Nepal. A few trucks drive through a gate, which is then closed behind them. The compound is filled with snipers on roofs, and armed men everywhere. The guys from the trucks walk into a building, and into a room where there is an Asian man handcuffed and bloody on one side of the room, and another man with a bag over his head handcuffed sitting in a chair. The leader asks if the hooded man still wants to refuse to talk, then beats him with a set of pliers. When he still doesn't talk, he is told he will die badly. Cut to Barney Ross (Sylvester Stallone), Lee Christmas (Jason Statham), Yin Yang (Jet Li), Gunner Jensen (Dolph Lundgren), Toll Road (Randy Couture), and Hale Caesar (Terry Crews) coming into the back entrance to the compound in three military grade vehicles. They break through the concrete barriers blocking the gate, all while shooting up the bad guys. They make their way to the building with the men being held, with Barney and Lee going to the roof while the rest break in the side of the buildings. They take out the bad guys as they make their way to the room with the leader and captive men, with Yin getting distracted fighting off a group of bad guys that attack him. Barney and Lee join the other 3 and break into the room, quickly killing all the bad guys. They pull the hood off the man in the chair to find it's Trench (Arnold Schwarzenegger), who is embarrassed to have been found captive by them. They find out they were sent to save the same man, the Chinese millionaire on the other side of the room. They free Trench and give him a weapon (with Caesar threatening to "terminate" Trench if he doesn't return it to him), and he leaves them for his own escape plan, but not before telling Barney he hates owing him. Barney and his men get the Chinese man and get to the roof, where they kill some more bad guys before climbing a power tower and zip-lining down the power lines to escape, all while shooting more bad guys. The cable Lee and Barney are on snaps, but the other 4 (and the millionaire) drop off into the river and get into a hidden boat. Barney and Lee are quickly surrounded, but a hidden Billy (Liam Hemsworth) is waiting on a hill and shoots them all quickly, before being told by Barney in his earpiece to move to the next spot. Meanwhile, the 4 other men are being chased by several other boats full of bad guys who are attacking them with bombs and guns. Billy takes up his sniper spot and starts picking off the bad guys when Barney and Lee appear in their plane. Lee gets to the gun and helps Billy with killing the bad guys. Gunner, Toll Road, Caesar, Yin, and the millionaire get on jet skis that are on their boat and get on the plane with them once Barney lands it on the water. They tell Billy they will pick him up at the meeting spot, and he heads off. Still riding on the water in the plane they come to a bridge filled with bad guys attacking the plane. They blow it up and start trying to take off. They get rid of the jet skis to try to lighten the plane, but it doesn't look like the plane will take off before they hit the dam. At the last moment, they do. Cut to everyone on the plane over China, where Barney and Lee talk about how they can't believe their landing permit to drop off the millionaire was changed until tomorrow, so they are changing the plan. They open the bottom hatch and Yin puts on a parachute. They hook the terrified millionaire to Yin. Gunner jokes that he doesn't know who to make fun of with Yin gone, who tells him that he will find another minority to tease since Yin doesn't know if he is coming back ever. Barney takes a picture of Yin, Gunner, and the millionaire, and then the 2 jump out of the plane. Lee tells Barney to floor it, as he is homesick, and they turn to head home. Expendables 2 appears on the screen.
Cut to the Old Point Bar back in the States. The guys are all there. We see a younger woman, Lacy (Charisma Carpenter), ordering 2 beers, and Barney tells Lee he can't believe he is going to marry her, since she cheated on Lee already. Lee tells Barney it was a half-cheat, with Barney telling Lee she will always cheat on him as she has the "cheating gene." Lee tells him his heart is worse than black, and Lacy comes over to join them, flirting with another guy on her way. Gunner asks for a pen, which Barney gives, and he writes down, in his opinion, an improved version of Einstein's theory of special relativity. Barney tells them that once upon a time Gunner had a Masters from MIT in chemical engineering. Gunner quit to be a bouncer to get close to a dancer, who soon dumped him. He is now chemically imbalanced but has moments of brilliance still. Billy asks to speak to Barney, and they head outside. Billy tells Barney this life isn't for him, but that he wants to finish out the month. He has a French girlfriend he met while in the Army in Afghanistan, where she was a nurse. He took the job with Barney's gang because the pay is great and he wanted to be able to give her everything she deserves, but he misses her and wants to go back to be with her full-time. Barney tells him that if he could do it over, he would make the same decision as Billy, and they express their mutual respect. Billy heads back in, while Barney leaves on his motorcycle to the hangar with his plane and sits inside. Church (Bruce Willis) appears from the cockpit, reminding Barney he owes him from the mess in the first movie, and the $5 million dollars they stole from him. Church tells Barney he kept them out of Gitmo because he knew they would pay him back one day, and this is that day. Barney asks what he wants them to do, and Church tells them a plane was shot down over Albania. On that plane is a safe, the contents of which is very important. They need to get the contents and give it to Church, which he says will be a cake walk for them. Barney asks if that will make them even, and Church says they will get to that. The safe is very high-tech, with the password changing every 2 minutes, so he is sending someone to help them--Maggie (Nan Yu). Barney balks at a woman on their team and says he isn't a babysitter. Church tells Barney she can handle herself, but if anything happens to her that his whole gang will be killed. He gives Barney a piece of paper and says to meet her there at 7. Barney heads under a bridge to meet Maggie, who rides up on her own motorcycle. They banter, and she tells him Church told her what he said, and that she is combat proficient and doesn't need a babysitter. He tells her they are leaving at 0500.
We next see everyone on the plane, reading or playing with their weapons, while Gunner tries to get Maggie's attention. She ignores him, but Gunner tells Caesar that he knows she wants him. The other guys laugh and Gunner tries to prove it by getting her attention. When she finally looks at him he freezes, and she rolls her eyes and goes back to playing with her tracker computer. She asks Billy if he was in the Army, as she could tell. He confirms, and she asks why he left. He tells her that he was a sniper, stationed in a hell-hole in Afghanistan when 30 Taliban attacked them while they were in a valley, and 8 of them got trapped. Their captain refused to send help since they could accidentally injure locals, so they were stuck there for 3 hours before a helicopter showed up to help them. By then 6 of the 8 were dead. To top if off, when he made it back to base he found out that the stray dog he had been caring for had been killed on orders from the captain, who wanted all the animals gone. He decided he was done and when he heard Barney was looking for someone he jumped at the chance. The plane lands in the Gasar Mountains in Albania and Maggie uses her tracker to find that the plane wreckage is just 15 kilometers NW. They head off with Barney giving Billy point, who promptly takes off up a hill, leaving everyone in his dust. Lee and Barney banter as Lee claims he could catch Billy if he tried, and Barney points out Lee's short legs. Barney bets him $1000 he can't catch Billy, but Lee refuses as he is on the phone with Lacy. Billy radios that he found the plane on the other side of the hill, and Barney tells him to slow down as he is making them all look bad. They come up on the plane and find wolves eating the survivors, who are now dead, though they weren't when the wolves got to them. Billy goes up further to get a vantage point, while Gunner, Toll Road, and Caesar keep watch. Barney, Lee, and Maggie find the container with the safe, and call Caesar in to help. The vault doors are spring loaded, so Barney and Lee take one door while Caesar gets the other. They pry it open, and Maggie jumps in to decode the safe. They tell her that they can't hold it, but she tells them they have to. She accidentally sets off the timer, which gives one minute until it will explode. The guys are having trouble holding the door as she works on shutting down the bomb and opening the safe. She gets it shut off and open with 3 seconds to spare, and then gets a small pouch out before the guys lose their grip. Barney radios for Billy to come down so they can leave, with no response. They walk out into a foggy field, with Barney yelling for Billy, and find Vilain (Jean-Claude Van Damme) with a gang of men with guns pointed at them. He tells them to drop their weapons, but they refuse. They bring a blooded Billy out, who apologizes and said they were waiting for him. Vilain threatens to shoot Billy, who tells them to let him as they owe him nothing. Vilain's second, Hector (Scott Adkins), cuts Billy badly across the chest. Just before Vilain kills Billy, Barney tells his men to drop their weapons, and Vilain's men take them. Billy is obviously mad at this, and Vilain admires Barney's knife and takes it for himself. Vilain says he wants what was in the safe, but Billy says they didn't get it. Vilain once again threatens to kill Billy, but Maggie tells him not to, and pulls out the pouch. Lee stops her and takes it to Hector, throwing it at his feet and tells Billy he will be okay, before turning to walk back. Hector tells Lee to pick it up and hand it to him nicely. Lee refuses at first, but after Hector threatens Lee Barney tells him to do it. Barney asks what is next, and Vilain tells them that he respects that they are fighting men, like him, but that they must be taught respect. He tells them to lie face down on the ground until they are gone, as a helicopter appears to take him and his men away. Barney makes them do it, but watches as Vilain asks Billy if he is afraid of him. Billy tells him defiantly that he is not, and Vilain tells him that he should be before kicking Barney's knife into Billy's heart and leaving him there to fly away after pulling the knife back out to take.
Barney runs to Billy, but it is too late and Billy tells him that he is dying and asks Barney to get a letter out of his pocket. Barney does, and then Billy dies. Barney goes to Maggie, who apologizes, which Barney says he believes she means. He asks what was in the pouch, and she tells him a computer blueprint of a Russian mine. It holds 5 tons of weapons grade plutonium, and the Russians abandoned it after the Cold War. The men bury Billy under some rocks, and Barney reads the letter, to Billy's girlfriend Sophia, out loud. In it, Billy tells her how much he misses her, and that he hopes that if he ever makes it home that she will still want him. Barney remarks that the one person who wanted to live and deserved to dies, while they all deserve to die but are still alive, and he doesn't understand it. Lee asks what they do next, and Barney says they will "track them, find them, kill them." They get in their plane, using Maggie's tracker to follow Vilain, who has landed and moved into trucks and into the mine. He and Hector find out that digging has slowed as men as dying from exhaustion. Vilain tells them to go to the villages to find more men, and take women and children if need be. Hector kills one man who is resting, as an example to the rest, then they look at the blueprint to find where the plutonium is. Vilain gives Hector 3 days to have it all out, as he has people already willing to pay millions per kilo. Hector promises he will. Cut back to the plane, where they are hailed over the radio by Church, wanting to know what is taking so long. Barney tells him that they don't have the pouch and that one of their men was killed trying to get it. Church tells him that he is sorry, but they all know the risk, and he needs that pouch. Barney tells Church he is a coward who lets others do his dirty work and that they are done. They land and steal a military truck and drive into a town. They see other military vehicles by a bar and think it might be Vilain's men, and decide to use brass knuckles to beat info out of the men. Lee and Barney go in, and see a gigantic man with the same tattoo as Vilain, and some other men. They quickly knock out the big guys and the rest, and are getting ready to beat them for info when Maggie comes in with a small kit, telling them that she can get the info quicker using her knives. She does something off screen, which Barney remarks as being disgusting. We next see the 3 of them walking out, and Barney tells Lee to hot-wire a truck and go back to the plane for their weapons. Lee is mad he has to do it, but leaves. They move on, with Maggie telling Barney she pieced together their language from 2 others she knows, and that the men are the Sangs, a sort of cartel for hire for dirty work. They come across an old Russian military base, obviously left over from the Cold War, as it is modeled after New York. The guys think it is creepy, but Maggie says it was probably used for military training for an invasion that never happened. Barney asks if there is anything she doesn't know. He radios Lee, who is at the airport loading the weapons. Barney asks what is taking so long, and Lee is very mad and threatens to shoot Barney when he sees him, as he took 7 hours of back roads with bridges out and no signs trying to find the plane. Barney decides they will stay in one of the town's buildings for the night. They all eat some food they brought, and Gunner again tries to flirt with Maggie, who seems to flirt with Barney, before going to bed. While everyone is sleeping, Maggie joins a still awake Barney and asks why he is nervous around her. He tells her he isn't, but that he keeps his distance as people he gets close to get hurt. She tells him that is a bad way to live and they talk about Billy a bit before she goes back to bed.
The next morning Barney and Maggie find on a map where the tortured men said the main concentration of Sangs are. Barney gives them 10 minutes to be ready to go, and Caesar walks outside for fresh air. He sees a large group of armed Sangs approaching and runs in to warn everyone before they open fire. They run out in the street and do battle as Lee calls Barney. Barney asks where he is, and Lee says he is almost there, and asks if he hears gunshots. Barney says they can only win with a tank, as a Sang controlled tank rolls in. They are being shot at by the tank when suddenly other gunfire takes out all the Sangs and the tank. The men walk out in the street, trying to figure out where the mysterious gunmen are, when Maggie sees someone and warns Barney. They see Booker (Chuck Norris) walking down toward them (with cheesy music playing), and he and Barney greet each other. Barney tells him that he heard he was dead, which Booker says he heard too. He has been there taking out the Sangs, as there is good money in killing them. He tells them that he works alone, and Barney asks about the rumor that he was bit by a king cobra. Booker confirms it, telling Barney that after 5 painful days....the snake dies (a Chuck Norris joke). Booker tells them that he can't help them, as he is The Lone Wolf, but tells Barney there is a village nearby that hates the Sangs that may help them. As he leaves Lee finally pulls up. The guys tease him that Christmas came way late, and they load the weapons on their truck. At the mine, we see that they have found the plutonium, and are starting to load it up on trucks. Barney's gang heads out and soon find the village Booker told them about. Once they reach the center of the village they start being fired at and get out of the truck. They quickly realize the bullets are missing by a mile and hear a woman tell them that they will kill them, but Maggie convinces them that they are there to help. The women lower their weapons when Barney tells them that they are there to take out the Sangs, and the leader, Eva, tells them to come in. She shows them a hidden closet full of young boys, and says she thought they were coming for them. She tells them that the Sangs came, promising good paying jobs to the men, and several went. None came back. The Sangs came again, asking for more men, telling them the first group would come back once they got out there. Eva's husband went along with others, but still none came back. The Sangs came back again, taking the rest of the men and male children from them, including her 2 sons, and everyone from 2 nearby villages. They are hiding the young men that are left and know the Sangs will come back for them soon. They ask for help, but Barney says they have their own reasons for tracking the Sangs and starts to leave. Lee talks him into helping, and we see the village back to business later that day. The Sangs come and chase a boy into the church, where Lee is dressed up as a priest. He quickly starts killing the Sangs, while the rest of the team do in other parts of the village. They kill all the Sangs and then leave to head to the mine. Hector oversees the last of the plutonium going in the trucks, before trapping a lot of the workers underground. Vilain tells him no loose ends, and eyes dynamite they placed in the pillars of the mine. They get in the trucks and start to leave, as some of the Sangs stay behind, rounding up the rest of the workers to kill them.
Barney and Lee spy from a cliff near the bridge before the mine, and realize their truck would never make it through the blockage with all those weapons the Sangs have there. They head back to the plane and fly in, taking out the men on the bridge before Barney flies the plane into the entrance of the mine, destroying the plane along the way in. They surprise the Sangs before they start to execute the workers, and kill them all. They all start to leave, but Vilain detonates the dynamite and they are trapped underground. Gunner tries to make a bomb using various items and rock, but it's a dud. Just then the wall starts shaking, and someone breaks through, revealing Trench, returning the favor for them saving him, telling them "I'm back!" The gang and all the workers make it out, and the women are all waiting to greet them. Eva finds her husband and 2 sons, and thanks Barney. Barney tries to thank Trench, but Trench tells him that it isn't over yet, and Church pulls up in an SUV. Barney asks why he is here, and he tells him that they need to get the plutonium. A helicopter comes in for them, and Church asks if he wants to kill Vilain or not. The gang all loads up and follows Vilain's convoy to the airport. They stand out in the entrance as Vilain's trucks pull in, and all open fire on the trucks, who make it past. Vilain and Hector crash into the airport though, spilling all of their plutonium. Vilain orders the other 2 trucks to get to the plane and load the plutonium on so he can make money. He and Hector take the rest of the men to stall Barney and the gang so the plane can leave. Everyone in the airport flees as Barney, Trench, and Church exchange fire with Vilain, Hector, and many of his men. The rest of the gang are fighting the rest of Vilain's men all over the airport. Barney takes off after Vilain when he gets away, and Trench tells Church he is almost out of ammo, and he "will be back." Church tells him that he has been back enough, and he will go instead, with Trench muttering "Yippee-ki-yay" under his breath as Church leaves. While Church is gone Trench uses his remaining ammo to fight off men, until Booker appears (with cheesy music) and helps him. Trench remarks "Who's next, Rambo?" and they fight off men. Booker goes off to fight more, and Church pulls up with a smart car. Trench gets in, and they rip off the doors and shoot as they drive, picking up new guns along the way.
Vilain has Hector go to their helicopter to start it up, then waits for Barney to come. Lee finds Hector and quickly takes out the rest of his men before they fight. They go back and forth, with Hector finally pulling out the knife he cut Billy with, and Lee getting out the brass knuckles. Lee eventually wins by pushing Hector into the rear helicopter blades, which decapitate Hector. Meanwhile, Barney tracks where Vilain is and is about to go in when Maggie stops him. He tells her to stay out there, but if Vilain comes out and not him that she is to kill Vilain. Barney and Vilain shoot at each other until they run out of ammo. Vilain comes out of hiding and asks if Barney will fight like a man and not a sheep. Vilain drops his guns and Barney's knife down over the walkway they are on, and Barney drops his guns too. They fight back and forth, both getting good shots in. Vilain eventually gets a chain around Barney's neck and throws him over the walkway, then comes down to join him. He picks up Barney's knife and asks if Barney will die like a sheep like Billy. He tries to remember Billy's name, but eventually says it doesn't matter and that he will kill Barney. Barney grabs the chains and then whips Vilain with them badly. He tells Vilain to get up and turn around, then whips the chain around Vilain's neck and pulls him toward him, stabbing him in the gut with his recovered knife. He tells Vilain "his name was Billy" before plunging the knife further in, killing Vilain. He walks out to Maggie and asks if she can carve a turkey. We see that the Sangs have all been overpowered. Barney and Maggie walk out to Trench and Church with a bag with Vilain's head. Trench is impressed, while Church is obviously grossed out, but also impressed. He tells Barney they are even, and that this was fun. He tells Maggie they will leave, but he and Trench let Barney say bye in private. Maggie offers to stay with them, as she seems to be good luck for Barney, but Barney refuses, saying he would be bad luck for her. She agrees to go, but tells him to call if he needs helps, or she will kill him. He agrees and walks her to Church's helicopter. He is surprised to see Booker in the helicopter. Booker tells him that they killed all his business, and that sometimes it's nice to run with the pack. Maggie gets in, and Church tells Barney he has a gift for them to use to get home. He points to an old, run down plane, which Barney says should be in a museum. Trench remarks that they all should be, and then he and Church get on the chopper and leave.
Cut to Paris, France. We see a young woman walk out of an apartment building and sees a box with "Sophia" on it. She sits down on a bench and opens it to find a ton of cash, a picture of Billy and his letter to her. She reads it, realizing he is gone. We next see Barney, Lee, Gunner, Toll Road, and Caesar on the plane, toasting Billy. Lee makes fun of the bruises on Barney's face telling him that he needs to learn to fight. They laugh, and the movie ends.
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