Barney (Stallone) hires a new, younger crew after his usual cronies botch a mission. Barney feels his old band of brothers have given enough to the Expendables, so he retires them. Part of the change of heart stems from Barney's realization that Stone banks (Mel Gibson), a man he once thought he killed, is the target of the botched mission. Stone banks shoots Caesar (Crews), sending Barney on the guilt trip that leads to his disbanding of the team.