Barney Ross and his Mercenary Group "The Expendables" includes Second in Command, knives specialist, martial artist and grade A bad ass Lee Christmas/former British Army S.A.S, Weapon Specialist, Hale Caesar/former U.S Marine and bodybuilder, Demolitions Expert Toll Road/former U.S Marine and wrestler, Martial Artist Yin Yang/former Sholin Monk, Psyco Gunnar Jensan/chemical expert, and Sniper William "Billy" Timmons/former U.S Marine and Australian S.A.S.R operative. On a mission in Nepal, they find Trent Mauser, leader of his own Mercenary Group and former Austrian and Hungarian Armies Soldier and Finish Navy Sailor and Swedish Air Force Airman, being enterigated by the Nepalese Army while on the same mission. They release Trent and give him a weapon and move on to exfill after killing several Nepalese Soldiers. They leave in the team's plane for China to drop Yin Yang and a billionare they had picked up from the mission and then go to America. Ross and Christmas have a conversation in a bar about Lacy, Christmas's extremely, inhumanly and stunningly beautiful girlfriend who he plans on marrying, this is until she walks over and sits down with the rest of the group. Barney walks out with Billy, who requested a talk about his service in the group, and they talk about how Billy is felling about this live and that Billy is thinking of quiting and about him and his wife. After this, Barney goes to their airfield and finds CIA Supplier "Mr. Church" there who threatens the team with Federal Prison unless they retrieve a device from the Gasek Mountains in Albania. They go and with the help of female CIA Agent, Maggie Chan, and they retrieve the device. As they are about to leave, Billy is captured by former French Legionnare, Jean Vilain, and the Sangs, a European terrorist organization who steals the device and kills Billy. The team shows great amounts of grief about this and bury Billy and send a letter to Billy's wife. The team finds out that what Church wanted was a blueprint of a mine that holds 5 tons of nuclear weapons grade plutonium and the team shows extreme anger toward Church. They go to find Vilain and set the plane down in Bulgaria to get some information from the locals. They go to a bar and find several Sangs inside. Barney and Christmas knock out the Sangs and Maggie enterigates them, they find out that they have a language and discover the location of the mine and where they are going. They hide in an old, literally empty Soviet Army training town. The Sangs come and attempt to kill them a day later but are killed by Booker, a former US Army Reserve marksman and Mercenary, who informs them that they will need more men. They go to a villedge which has had all of the men captured for work in the mines and is defended by the women. They find out that the Sangs are coming to take them all. After a long defense of the villedge, the team leaves for the mines where they bomb the Sangs and crash the plane into the opening. They kill the Sangs and rescue the miners, with the help of Trent who has returned. The team along with Trent and Church, who has decided to make himself useful, go to attack Vilain who is headed to an airport to transport the plutonium. The team attacks Vilain and while attacking him in the airport, Booker shows up to attack the Sangs and assist the team. Christmas, in a hanger, attacks Victor, the Sangs second in command and former British Royal Marine, and kills him by slinging Victor's head into a chopper prepellar. Barney soon after finds Vilain in a supply hanger and gets locked into a fight with Vilain in which Barney defeats and kills Vilain. Maggie decides to leave the team after the US claims the plutonium and the team is victorious.