NOTE: This spoiler was submitted by Jeremy

The film opens in Libya at a chemical plant that formerly belonged to Gaddafi. A team of soldiers are protecting General Fezzan (Karim Saidi) and his family. Soon, some of the soldiers get killed as gunshots and explosions start going off. A group of mercenaries led by Suarto Rahmat (Iko Uwais) begins to attack, prompting the general and his family to run. Rahmat climbs onto a tank and interrogates the driver over Fezzan’s whereabouts. The driver only looks to the building next to him before Rahmat runs his knife into the man’s throat

In New Orleans, Barney Ross (Sylvester Stallone) rides his motorcycle to find Lee Christmas (Jason Statham) arguing with his girlfriend/fellow Expendable Gina (Megan Fox). Barney needs Christmas for a task because he claims he hurt his back. He brings Christmas to a bar where he lost his ring to a guy named Jumbo Shrimp (Mike Moller). Barney goads Christmas into antagonizing Shrimp so that he can fight him and his buddies. A bar brawl breaks out, with Barney joining in, and he gets his ring back after the other goons are left knocked out on the floor.

Barney and Christmas meet with the other Expendables – Toll Road (Randy Couture), Gunner Jansen (Dolph Lundgren), and new recruits Easy Day (50 Cent) and Galan (Jacob Scipio), the latter being the son of Galgo (Antonio Banderas’s guy from the last movie). They meet with their superior, Marsh (Andy Garcia), who briefs them on Rahmat and his plans to steal the codes to a nuclear warhead that can potentially cause World War III. Rahmat is working with a terrorist known only as “Ocelot”, who Barney had been hunting for years.

The team flies to Libya, where Rahmat has captured Fezzan and already murdered his wife. Even after Fezzan gives up the codes, Rahmat shoots his son and then kills Fezzan. The Expendables fly in and fire against the villains’ missiles with Barney taking to the skies while the rest of the men are on the ground and shoot the bad guys from their van, while also fighting the ones who get too close. Barney orders Christmas to get the codes, but he instead destroys a tank that was aiming at Barney. Unfortunately, Rahmat fires his own projectile at Barney, causing his plane to come crashing down and allowing Rahmat to get away. Christmas approaches the plane and sees what looks like Barney’s burnt corpse with his ring still attached.

The Expendables return home and mourn Barney. While Christmas is set on leading the team to get Rahmat and avenge Barney, Marsh tells him he is off the case because his actions wound up getting Barney killed. Marsh puts Gina in charge, even though she is sympathetic to Christmas mourning the loss of his best friend.

Needing a job, Barney looks in the classifieds and gets a gig being a bodyguard for an obnoxious influencer. After the guy pisses Christmas off, he responds by beating his face and humiliating him in front of his party guests. He quits and goes to Gina’s home to look over classified files on Ocelot. She finds him there and fights him before they have sex. Despite Christmas insisting that he go on the mission, Gina won’t allow it. After she leaves for the mission, Christmas is shown to be tracking her whereabouts.

Gina leads the Expendables, now joined by new recruit Lash (Levy Tran), to begin by going to a CIA black site to meet their superior, Russo (Lucy Newman-Williams). She leads them to Marsh, who tells them that they are going to infiltrate a ship that Rahmat is on that is transporting the warhead into Russian waters. They also believe this is where they will find Ocelot. Rahmat is also set to be making a trade for his friend Bai (Dan Chupong).

Christmas goes on his own to seek out a man named Desha (Tony Jaa) in Thailand, a former friend of Barney’s. Desha tries to hide his identity before seeing Barney’s ring on Christmas’s finger. He helps Christmas by providing a boat so that they can catch up with the rest of the team.

The Expendables make their way onto the ship, but are quickly found and captured by Rahmat’s goons. They realize that someone on their team leaked their intel, and one of them might be Ocelot. A group of goons enter and take Marsh as a hostage while Rahmat orders Russo to bring him Bai.

Desha helps Christmas get close enough to the ship that he climbs on and starts killing his way through goons to get back to his friends. He manages to make contact with Rahmat to taunt him, leading him to send more goons to go after Christmas. In their pursuit, Christmas gets the villains to fall into his traps where they die, and he comes across more weaponry as he looks for the rest of the team. He frees them, and the whole team starts to kill every other goon on the ship, and Lash and Desha even team up to kick Rahmat’s main goon to his death. Toll Road ends up stabbed in the side and requires medical attention. Christmas then finds Rahmat and faces off with him, engaging in hand-to-hand combat until Christmas grabs Gunner’s tomahawk and jams it into Rahmat’s chest. Before dying, he said he doesn’t have the code for the warhead, his boss does.

Bai is brought in for the prisoner exchange until it is revealed that Marsh was Ocelot all along. He kills Bai and others while Christmas gets the team onto a lifeboat to get Toll Road to safety. Christmas decides to stay behind and get rid of the warhead even if it means sacrificing himself. He drops the anchor down on the ship and prepares to go down with the ship. Christmas prepares to fight Marsh until a chopper shows up and blasts Marsh to chunks. It turns out to be Barney, who faked his death this whole time to draw Ocelot out of hiding. He gets Christmas onto his chopper while he blows the ship to pieces, causing the warhead to sink and detonate underwater.

The team returns home to celebrate Barney’s return, and Christmas and Gina appear to get together, as do Toll Road and Lash. Christmas then asks Barney who the corpse on the plane was, and Barney says it was Jumbo Shrimp. The two laugh about this.

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The Expendables return to stop a terrorist named Rahmat, working for another terrorist called Ocelot, from detonating a warhead in Russian waters that will cause World War III. Team leader Barney Ross appears to be killed during their mission to secure the warhead's nuclear codes when Lee Christmas ended up trying to save him. Their boss Marsh takes Christmas off the team and assigns his ex-girlfriend Gina to lead the team.

Christmas tracks Gina's whereabouts and teams up with a former ally of Barney's named Desha to help find the ship transporting the warhead. The Expendables get captured since someone on their team is Ocelot and leaked their intel. Christmas kills Rahmat's goons before freeing the team, where they kill more bad guys until Christmas and Rahmat fight, ending with Christmas putting a tomahawk in Rahmat's chest.

Marsh ends up being Ocelot. Christmas gets the team off the ship and prepares to fight Marsh while going down with the ship to destroy the warhead. Barney ends up being alive after faking his death to draw out Ocelot, and he shoots Marsh to death and takes the ship down after saving Christmas so the warhead will explode underwater. The guys return home to celebrate with their team.