Barney Ross (Sylvester Stallone) is a United States Marine Corps veteran and 25 year experienced Mercenary and leads an elite Mercenary unit known only as "The Expendables". His Teammates are Lee Christmas (Jason Stathem)/former British Army S.A.S and knife specialist and martial artist, Hale Caesar (Terry Crews)/former U.S Marine, bodybuilder and strongman, Toll Road(Randy Couture)/ former U.S Marine, wrestler and demolitions expert, Yin Yang (Jet Li)/former Sholin Monk and martial artist, and Gunner Jensen(Dolph Lundgran)/chemical expert. In the Gulf of Aden, Somalia, Pirates have taken captives and the Expendables have been sent to pay them their requested $3 Million, but they request $5 Million, which was refused when Gunner launched a rocket at the pirate leader, blowing his waist-up apart. This results in the team killing the pirates. Afterword, Gunner is placing one of the pirates on the side of the ship which made Barney and Yang angry. Yang tried to force Gunner away from the body but was toppled over. Barney points an M.1911 at Gunner's head and forces him away. On their plane, Gunner is being forced off of the team for extremisim and substance abuse. Gunner gives his big knife to Christmas, saying that he would respect it. Back in America, Barney is given a mission by CIA Supplier "Mr. Church" (Bruce Willis) to do recon on a small island in South America named Villena. Barney just before leaving talks to Gunner who was not reaccepted because he is still addicted to Crystal Meth, pills and other stimulants. While Barney and Christmas are leaving for Villena, Gunner sneaks on board their plane and follows them. When Barney and Christmas arrived, they were to met with a CIA contact who would lead them through the island. They find that the contact is a very beautiful woman named Sandra. While being led around the island Christmas leaves the car to work around some troops. Barney requests they stop in an area described by Sandra as overrun. Barney steps out of the car and looks around only to attract guards to them. This results in a battle between Barney and Christmas vs the guards. Barney and Christmas defeat the guards and escape without Sandra, who told them to leave her. They return and discover that the leader of the dictator of Villena, is James Munroe, a former Officer in the C.I.A, Lawrence "The Brit" Sparks, a former British Naval Officer, and Munroe's third in Command, and Daniel "Dan" Paine, a former Wrestler and Monre's Second-in-Command. As they leave for the airfield, they are attacked by Gunner. This results in Barney shooting Gunner in the back. As Gunner passes, he tells Barney the layout of the island. Barney returns to Villena with the whole team. Barney sneaks into Munroe's fortress and saves Sandra, who was about to be sexual assaulted and burned by two guards. They nearly escape but are captured by Paine and Sandra is taken to General Garza, the dictator and Sandra's father. The team arrives, frees Barney and kills most of the guards and henchmen. Barney chases down Dan Paine and begins a winning fight with Paine, that is cut short when Caesar forced Paine to run. Soon, chaos began in the fortress, as Munroe kills Garza and takes Sandra captive. Munroe and Paine try to escape, but Paine is killed by Toll Road. Barney chases down Monre and is shot. Barney then shoots Munroe and Christmas throws Gunner's knife into Munroe. A day later, Sandra and Barney say goodbye and Barney leaves. They are all later in a bar locked in a knife board throwing contest between Christmas and Tool, a good friend of Barney that he served in the U.S Military with. Christmas then says a Haiku that he made up about Tool and throws his knife from across the street into the bull's eye of the dart board. Barney then has a conversation with Gunner, who survived. This results in Barney welcoming Gunner back into the unit and the film ending.