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An elite group of mercenaries named The Expendables, who are based in New Orleans deploys to the Gulf of Aden to save hostages on a vessel from Somali pirates. The team consists of leader Barney Ross, blade specialist Lee Christmas, martial artist Yin Yang, military veteran Gunner Jensen, weapons specialist Hale Caesar, and demolitions expert Toll Road. Gunner instigates a firefight, causing casualties for the pirates. He then tries to hang a pirate, but Yang stops him when Barney and the team discourage the idea. Barney reluctantly discharges him from the team.

Later, Christmas is upset to discover his girlfriend Lacy has left him for another man. Barney and rival Trench Mauser visit "Mr. Church" for a mission. Trench passes the contract to Barney, which is to overthrow dictator General Garza in Vilena, an island in the Gulf of Mexico. Barney and Christmas fly to Vilena for undercover reconnaissance and meet their contact, Sandra, but are discovered. It is revealed that ex-CIA officer James Munroe is keeping Garza in power as a figurehead for his own profiteering operations, while Sandra is revealed to be Garza's daughter. Barney aborts, but Sandra refuses to leave Vilena.

Meanwhile, Gunner approaches Munroe to help and Garza is angered further when Sandra is waterboarded for information by Munroe. Meanwhile, Lacy has been physically abused by her new man, so Christmas beats him and his friends, revealing what he does for a living. Barney and the group discover that Church is a CIA operative and the real target is Munroe, who has gone rogue and joined forces with Garza to keep the drug money that funds the CIA to himself, but the CIA cannot afford a mission to kill one of their own directly because of bad publicity. Barney meets tattoo expert and friend Tool to express his feelings. Tool makes a confession about letting a woman commit suicide instead of saving her.