Mr. Church reunites the Expendables for what should be an easy paycheck, but when one of their men is murdered on the job, their quest for revenge puts them deep in enemy territory and up against an unexpected threat.

Barney Ross: I've heard another rumor, that you were bitten by a king cobra?
Booker: Yeah, I was. But after five days of agonizing pain, the cobra died.
Trench: I'll be back.
Church: You've been back enough. I'll be back.
Trench: Yippee-ki-yay.
Barney Ross: Why is it that one of us who wants to live the most, who deserves to live the most dies, and the ones that deserve to die keep on living? What's the message in that?
Lee Christmas: [dressed as a priest] By the powers vested in me, I now pronounce you man and knife.
Trench: [Church pulls up in a SmartCar] My shoe is bigger than this car.
Church: Shoot something!
Barney Ross: Rest in pieces.
Trench: [to Booker] Who's next? Rambo?
Pilar: Who you are?
Barney Ross: We're Americans.
Lee Christmas: Since when?
Gunner Jensen: Swedish.
Hale Caesar: Blackfoot.
Maggie: Chinese.
Toll Road: Retards.
Barney Ross: [to Toll Road] You done?
Trench: I need a weapon. Something big.
[looks at Caesar's gun]
Trench: Yours.
Hale Caesar: Whoa, whoa, whoa. My big weapon's hangin' right where it is.
Barney Ross: Come on, Caesar. You got a backup.
[Caesar reluctantly hands over his gun]
Hale Caesar: If I don't get this back, your ass is terminated.
Trench: In your dreams.
Gunner Jensen: I got a plan. Everybody calm down. Phosphate rock.
Lee Christmas: What's he doing?
Barney Ross: Probably making a bomb.
Lee Christmas: You serious?
Barney Ross: Ask him.
Lee Christmas: What you doing, Gunner?
Gunner Jensen: I'm making a bomb. You mind?
Barney Ross: A maniac with brains.
Lee Christmas: Scary.
Barney Ross: That's how we deal with death. We can't change what it is, so we keep it light until it's time to get dark. And then we get pitch black.
Barney Ross: [seeing their new plane] That thing belongs in a museum.
Trench: We all do.
[as Yang leaves]
Gunner Jensen: Who am I gonna pick on?
Yin Yang: You find some other minority.
Lee Christmas: What's the plan?
Barney Ross: Track him, find him, kill him.
[from trailer]
Trench: I'm back!
Vilain: [after kicking Barney down] Over so soon? I want my money's worth! Come on! Get up!
Barney Ross: Coming right up.
[Barney attempts to rise, but Vilain kicks him down again]
Vilain: Going back down.
[last lines]
Lee Christmas: From one friend to another...
Barney Ross: What?
Lee Christmas: You really need to learn how to fight.
Vilain: [to Billy] Are you afraid of me?
Bill 'The Kid' Timmons: No, I'm not.
Vilain: You should be.
[Hector quickly props a knife against Billy's chest and Vilain kicks it into his chest]
Lee Christmas: [while the Sangs are attacking the Expendables] Can you hold them off?
Barney Ross: Yeah, maybe with a tank.
[the Sangs appear with a tank]
Barney Ross: Oh, shit.
Lee Christmas: What?
Barney Ross: They've got a tank.
Barney Ross: I thought you were the Lone Wolf.
Booker: Sometimes, it's fun to run with the pack.
Maggie: I can get him to talk, and without so much effort.
[opens a large manicure/pedicure kit]
Lee Christmas: What's she gonna do, give him a pedicure?
Toll Road: [eating some bad food] Oh. This tastes like shit.
[to Caesar]
Toll Road: How's yours?
Hale Caesar: Can't complain about rigatoni. Plan ahead, fellas. That's all I have to say. Y'all, what if you knew you were going to die tomorrow? What would your last meal be? One choice.
Toll Road: One choice?
Hale Caesar: It'd probably be cereal for you, huh?
Toll Road: What the hell's wrong with cereal?
Gunner Jensen: It's cliché.
Hale Caesar: You gotta be original. You know, if you were an original, broad-thinking man, you'd probably come up with some special cereal, like Earios. You know, just like your ear. You know, pour milk on them suckers, they just lay there and you don't hear shit.
Toll Road: For the record, my hearing is 20/20.
Hale Caesar: Barney?
Barney Ross: Donuts and most food that kills ya.
Hale Caesar: That's deep, man.
Barney Ross: [chuckles] You think so?
Hale Caesar: Maggie?
Maggie: Crispy aromatic duck with plum sauce. Very sexy.
[short pause]
Maggie: But I like Italian, too.
Hale Caesar: I'm starting to think Italian's overrated.
[everyone laughs]
Gunner Jensen: Hey. What about me? My favorite Swedish dinner would be, baby seal, and whale ass, in the summer.
[to Maggie]
Gunner Jensen: But I'd really die for some Chinese.
Barney Ross: Then you're gonna starve to death.
[everyone laughs]
Lee Christmas: [Billy is running up the hill] Remember when you could do that?
Barney Ross: No, do you?
Church: Did you win?
Barney Ross: I think so.
Trench: Well, where's the proof?
Barney Ross: [Pulls out Vilain's head in a bag] Heads up.
[Chucks head onto the ground]
Trench: Nice touch.
[Lee's cell phone rings]
Barney Ross: [mockingly] "Hello, darlin'."
Lee Christmas: Hello, darlin'.
Lee Christmas, Barney Ross, Gunner Jensen, Hale Caesar, Toll Road: Beware, beware, walk with care / Care for what you do / Or mumbo jumbo's gonna hoo-doo you / Mumbo jumbo's gonna hoo-doo you / Boom-lay, boom-lay, boom-lay boom!
Gunner Jensen: [as Yang and the Chinese millionaire jump out of the plane] Now that's some real Chinese take out.
Gunner Jensen: Booker. You're the one people call the Lone Wolf?
Booker: I've been called that. But I have mellowed.
Barney Ross: [looks at the Sang soldiers Booker just killed] Not that much.
Barney Ross: What are you doing here?
Booker: Moving on. You killed all my business.
Barney Ross: Christmas, my friend. Please tell me you ain't going through this.
Lee Christmas: Of course I am. Look at that girl. Who wouldn't marry her?
Barney Ross: She cheated on you.
Lee Christmas: It was a half-cheat.
Barney Ross: Which is?
Lee Christmas: The other side of a half-truth. The facts are murky.
Barney Ross: Murky. I hate to break this to you, pal, but your girlfriend over there has a world-class cheating gene.
Lee Christmas: I should stab you in the heart.
Barney Ross: Too late.
Vilain: Imagine if 6 pounds of pure plutonium is powerful enough to change the balance of the world. So, imagine what 5 tons would do.
Barney Ross: Trench?
Trench: Oh, this is embarrassing.
Barney Ross: Yeah, it sure is.
Lee Christmas: What's he doing here?
Trench: Saving this Chinese billionaire.
Barney Ross: Oh, yeah? That's funny. So are we.
Trench: Well, then we have a scheduling problem, don't we?
[to Gunner]
Trench: Cut me loose, Frankenstein.
Barney Ross: Don't get nuts, Gunner. Do it.
Lee Christmas: Hey, I'd hate to break up the bromance. We're twenty seconds late!
Church: What's taking so long, Barney Ross? This should have been a walk in the park for you guys. Where's the case?
Barney Ross: Don't have it.
Church: I warned you what would happen to you mutts if you pulled this shit again.
Barney Ross: A good man died trying to get that case.
Church: I'm sorry about that.
Barney Ross: Are you?
Church: Yes, as a matter of fact, I am. But this sort of situation comes with the territory, wouldn't you say?
Barney Ross: And so does payback. You know, Church, you're the kind of guy that pulls the strings, and everyone else does your dirty work 'cause you never had the guts to do it yourself. We're done.
Maggie: Can I ask you something?
Barney Ross: Sure, go ahead.
Maggie: Why are you so nervous around me?
Barney Ross: I don't get nervous, Maggie.
Maggie: Then what is it?
Barney Ross: I just like keeping a distance.
Maggie: Is it because you don't want to know anymore people?
Barney Ross: Let's just say bad things have happened to people I've gotten close to.
Maggie: Not a good way to live.
Barney Ross: [nods] I know.
Barney Ross: I got an idea. And your ego, I think you're gonna love it.
Lee Christmas: My ego?
Barney Ross: Your ego.
Lee Christmas: What do you mean, my ego?
Barney Ross: You've got a big ego.
Lee Christmas: Well, check your ego out.
Barney Ross: Oh, please. Your ego is like the size of a dinosaur. Huge.
Vilain: Now we know where it is. Right. Right.
Hector: Okay. I know what to do.
Vilain: Good, I want the plutonium out in three days.
Hector: Three days?
Vilain: I have people ready to pay four million a kilo now. Three days.
Hale Caesar: [driving around abandoned war-torn streets] This is weird.
Gunner Jensen: It's like home.
Maggie: [to Ross] If you need me, call me, or I'll kill you.
Vilain: You must want to hurt me bad.
Barney Ross: I'm not gonna hurt you. I'm gonna take your life.
Vilain: Ironic. Here we are, you and I. And your knife. You're going to die. Like him. What his name? What did you call him? What does it matter?
Barney Ross: Come on, Vilain. Somebody's dying. Come on, Vilain. Come on, Vilain. Come on!
[whips Vilian with a large chain then beats him. Barney picks up his knife]
Barney Ross: Get up, Vilain. Get up. Now turn around. Turn around, sheep.
Vilain: Now what?
[Barney throws the chain around Vilain's neck, pulls him toward his knife and stabs it into Vilain's stomach]
Barney Ross: His name was Billy.
Vilain: Don't challenge me.
Vilain: You wanna kill me like a man? Or you wanna kill me like a sheep? So. What's it going to be? Man or sheep?
Barney Ross: You wanna man up? I'll man you up.
Barney Ross: [to Maggie's first show of skills] You got guts... No common sense...
Vilain: Respect is everything. Without respect, we are just people. Common, shitty people.
Bill 'The Kid' Timmons: [to Ross] I'm sorry, sir.
Barney Ross: It's not your fault... Now what?
Vilain: We are both fighting men. And I respect that. But fighting men, they don't deserve to be killed like sheep. But, respect... must be taught.
Church: Barney Ross.
Barney Ross: What do you want from me, Church?
Church: Not too good in the memory category, are you, Barney? You made me a deal with me. You gave me your word. And you end up blowing up half of Vilena, punching holes and a bowie knife through a fellow CIA agent, even if he was a dirtbag. But what breaks my heart is that you stole $5 million from me. And for all this male pattern badness, I could've put you in the deepest, darkest hole in Gitmo. No sunlight. But I kept you out.
Barney Ross: Great.
Church: Because I knew the day would come when you were gonna pay me back. Today is that day.
Lee Christmas: You're not doing what I think you're doing.
Barney Ross: Yeah, I am.
Lee Christmas: Let's do it!
[Barney intentionally rams and crash lands his plane into the plutonium mine, Maggie nearly falls out and Gunnar saves her]
Lee Christmas: You're gonna need a new plane.
Barney Ross: [to Maggie after killing Vilain] You know how to carve a turkey?
[Ross charges in, guns blazing]
Vilain: Let's make it more dramatic.
[shoots out half the lights]
Hale Caesar: Great. Just what I need. 50-year-old pizza.
Bill 'The Kid' Timmons: How did you do that?
Hector: [shoots a tired mine worker] Anybody else tired?
Gunner Jensen: [the bomb's fuse goes out] Well, the phosphorus must have been damp.
Lee Christmas: Yeah, right.
Toll Road: Or you suck.
Hale Caesar: There's that.
Maggie: Don't cry, Gunner.
Barney Ross: You almost had an idea.

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