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 cl