After Tool, who is the heart and soul of The Expendables, was massacred in a mission, his comrades swear to avenge. But they are not the only ones want to avenge. Fiona who is young, beautiful and extravagant daughter of Tool avenges, too. That makes everything be messed up when she is captured and extorted by a ruthless dictator with a protest plan. Now, Barney and The Expendables have to venture to rescue her and save humanity.