Barney Ross leads an elite Mercenary group called "The Expendables" into Europe to rescue fellow founding member, "Doc" from a terrorist prison train. While on this mission, Conrad Stonebanks, a former Expendable and Australian Special Forces operative, drops a bomb on the Expendables, seriously injuring Hale Caesar for attacking the train which was holding arms being sent to the terrorists that Conrad had illegally gained and sold to the terrorists. After this Barney disbands the group as they are being threatened by the CIA with Church being "out of the picture", but being protected by Max Drummer, a former U.S Air Force Major and C.I.A officer. Barney begins another Mercenary unit including former U.S Marine and pro Cage fighter John Smilee, Luna former M.M.A fighter and bouncer at a club, Thorn a former U.S Air Force drone operator and pro U.F.C fighter, Bonaparte former U.S Marine and experienced Mercenary, and Mars a former U.S Marine and professional Military boxer, but not accepting Galgo a former Spanish Army soldier. This unit works well until Conrad Stonebanks takes them captive, forcing Barney to reform the origanal team and accept Galgo. Barney then goes and frees the new team even when they discribe the old team old and outdated. These problems are worked out and Barney sends them to the roof to wait on a chopper under the command of Trent Mauser and Yin Yang. Barney in this time finds and kills Conrad and then goes to the roof and boards the chopper. This ends when the team visits Caesar, who is healing, in the hospital.