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You know them. You love them. You have a kick-ass time with them. And they're back! Bigger and badder than ever, THE EXPENDABLES 3 has you breathless within the first 10 minutes, setting the stage for the most explosive film of the year; after all, who else but Sylvester Stallone along with director Patrick Hughes and second unit directing guru Dan Bradley, would buy an entire train and blow it up "just to get it right and real". The third installment in this highly successful franchise finds the single largest cast of action stars from the past 30-plus years ever assembled in one film. Once again led by Sylvester Stallone and returning fellow action heroes, Schwarzenegger, Statham, Lundgren, Crews, Couture and Li, joining Stallone's corner are Harrison Ford, Wesley Snipes, Kelsey Grammar and Antonio Banderas while Mel Gibson is the bad guy to end all bad guys (there's something about seeing Riggs vs. Rocky/Rambo that is too delicious for words). Rounding out the already action-packed muscle-bound might of the EXPENDABLES is the youthful vigor, energy and 21st century hi-tech savvy of Kellan Lutz, Victor Ortiz, Glenn Powell and Ronda Rousey, who are poised to become "heirs apparent" to the franchise and the action genre. To put is bluntly - THE EXPENDABLES 3 IS BEYOND BADASS!!!!

This time around we meet up with Barney Ross, Lee Christmas, Gunner Jensen and Toll Road high in the air in the aging old-school EXPENDABLES plane embroiled in a rescue operation of one, Doc aka Dr. Death. One of the five original EXPENDABLES (and pretty handy with a "blade"), Doc has been imprisoned for the past eight years. Knowing Barney Ross's penchant for taking care of his own, one might wonder why it's taken eight years to pull of this rescue. Seems that this particular prison is classified black-site, off the grid, undocumented and "secret", subjecting prisoners to all sorts of torture, and it was only recently Barney learned of Doc's fate and location. Pulling out the heavy artillery with choppers, planes and plenty of armament, the rescue culminates with the exploding of an armored train plowing right into the prison. (NOTE: The opening titles haven't even rolled yet. Whew!) Reunited with Barney, Doc's introductions to Christmas, Gunner and Toll Road are met with skepticism, especially on learning of the reason for his incarceration. Tax evasion.

With one more player of the EXPENDABLES team in place, the boys head off to Mogadishu to meet up with Hale Caesar. The job? A black-ops apprehension of the world's most nefarious and notorious arms dealer. But as to be expected, things don't go quite as planned when Barney sees their target; none other than Conrad Stonebanks, co-founder of the EXPENDABLES and a man long presumed dead, killed by Barney years ago when Stonebanks went rogue. Needless to say, things go awry when the EXPENDABLES are out-manned and out-gunned, with Stonebanks eluding capture, but only after gunning down Caesar.

Back in the US, while Caesar dangles between life and death, Barney heads out to meet his contact, Church. Only Church doesn't show up. CIA uber boss, Max Drummer is running the show as Church is now "out of the picture". Despite the failed mission, Barney demands another shot at Stonebanks because this time, it's personal.

Not wanting to endanger any more of his guys who he fears, like himself, are a bit past their prime, Barney cuts Christmas, Toll Road and Gunner from the team, looking for fresh blood, faster feet, youth that have that "eye of the tiger". Calling on mercenary head-hunter Bonaparte for assistance, the pair travel the globe to find former Navy SEAL Smilee, sniper Mars, tech savvy computer genius Thorn and martial arts champion Luna. Knowing the mission is a death sentence for them all, Barney and his new team had to Bulgaria to nail Stonebanks once and for all. But what happens when the tables turn and Stonebanks takes Smilee, Mars, Thorn and Luna hostage?

Returning to their now patented roles of Ross, Christmas, Gunnar, Toll Road, Caesar, Yang and Trench are Stallone, Jason Statham, Dolph Lundgren, Randy Couture, Terry Crews Jet Li and Arnold Schwarzenegger. Staying true to character - and the character traits of not only the roles for which each is most famous, but pulling pieces of personality (and some public foibles) from each man. A testament to Stallone and to the actors who so willingly to submit to self-deprecation which, particularly in THE EXPENDABLES 3, works to advantage with the introduction of Wesley Snipes and exclusion of Bruce Willis. Playing on Snipes' personal problems with the IRS becomes one of the two most hilarious moments in the film; the other, a one liner by Ford alluding to the social media maelstrom that resulted when Stallone announced "Willis out. Ford in." Tongue-in-cheek moments also shine through character construct and dialogue between Statham's Christmas and Snipes' Doc playing on both men's strengths with knife work while tipping the hat to Snipes' famous role as "Blade". And, of course, the requisite joking between Lundgren and Li about height is a welcome inclusion. The script on the whole is replete with double entendres that establish the characters while setting the tone and fueling the high-spirited hijinks amidst the high-octane action.

New to the franchise (and someone Stallone had intended to cast in the first film but unable to due to "life"), Wesley Snipes finally takes his rightful place among the EXPENDABLES as former military medic and blade-wielding Doctor Death. Snipes has an off-the-cuff intensity that elevates the humor and the necessary comaraderie amongst the boys. Some of the funniest moments of the film come through verbal and knife-throwing sparring between Snipes and Statham, and have you begging for more.

A real surprise is Antonio Banderas. Hysterical! As the motor-mouthed wannabe mercenary Galgo, he is lightness personified only to then turn on a dime with dramatic gravitas during a very pivotal monologue giving insight into the character's past. Actually a quite touching moment and one in which you embrace him wholly, as does Stallone's Barney.

Kelsey Grammar's glee at Expendable enlistment was beyond palpable during the film's Los Angeles press day. Bringing a seriocomic "Frasier Crane" note to the table, as Bonaparte, Grammar is a calm amidst the storm of explosive madness, providing a grounding tether to reality.

But the two biggest coups this go-round are Harrison Ford and Mel Gibson. Ford handily assumes the role of Max Drummer. Looking uncomfortable in a CIA desk jockey suit and tie, get Ford in the cockpit of a helicopter and the face lightens, joy permeates the performance, and his entire demeanor belies the difficulty of shooting sequences that include Schwarzenegger and Li, but which were all shot at different times and then cut as inserts during editing. When Drummer admits to Barney "I've haven't had this much fun in years", you know that comes from Harrison Ford's heart.

And then there's Mel. Giving Conrad Stonebanks an insanity, arrogance, confidence, frenetic energy and intensity that we haven't seen in years from Gibson, I for one, am thrilled to see him back - albeit on the wrong side of the law this time. Pulling out all the emotional beats he gave us as Martin Riggs in "Lethal Weapon" but with a seasoned edge, Gibson is deliciously malevolent, clearly relishing the villainy of the character. When the suit jacket comes off, take a look at the shirt, the jeans. Then do a side-by with a shot of him in earlier years as Riggs. The look, the gun grip - his action legacy fills the screen. And then carefully watch the climactic "mano y mano" fight scene between Stonebanks and Ross. Talk about attention to detail and touchstones to history by director Hughes and 2nd unit director Bradley! (Think front lawn, Christmas, water, Gary Busey and a "Lethal Weapon" money shot and you'll know what I mean.)

While Stallone adds a weariness to his gaze and at times an almost dejected slump to his shoulders befitting this point in Barney Ross' life, with the infusion of Lutz, Ortiz, Powell and Rousey, you feel the enthusiasm and energy get a welcome boost. And let's talk about the new kids on the block. As with the veterans, the characters are designed to play on the traits and skills of the actors. Lutz easily takes the lead among the four, bringing quiet intensity with his eyes and a physical presence that clearly shows him as being the one groomed to take over for Barney Ross as the franchise continues. Ortiz, making his film debut, high energy and cockiness serve the character of Mars well while Powell bring a quiet yet assured demeanor to Thorn. But it's Ronda Rousey who blows your mind as Luna. Capitalizing on Rousey's MMA skills (she is world champion, after all), Rousey can kick the ass of any man on screen - and does. She finds that sweet spot between physicality and femininity that makes you sit up and take notice while her timing with dialogue is impeccable. Standout are her scenes with Banderas as the two go toe-to-toe with verbal sparring and romantic advances that add another level of humor and humanity. Rousey is one from whom I definitely want to see more.

Directed by Patrick Hughes and co-written by Stallone, Creighton Rothenberger and Katrin Benedikt, THE EXPENDABLES 3 is what we love. This isn't rocket science. This isn't about exposition. The narrative provides a strong foundation, setting the stage for over-the-top fun with explosions, firepower and characters that push the limits of reality into the extreme. As I said, EXPENDABLES 3 is beyond badass! And while maybe not apparent on first viewing, there is some poignant subtext within the script that speaks to the idea of family, not to mention mortality. Although each of the legends in EXPENDABLES 3 still seems larger than life and indestructible when "in the moment" on screen and we are each taken back to our younger days and reliving the thrills and action and exhilaration each of these men has given us, it's impossible not to get a bit misty or have a moment of sadness in the film's quieter and more introspective and retrospective moments, when we realize that time marches on and the day is coming when each "is getting too old for this s**t."

Combat intensive, the action set pieces are complex and varied, designed to showcase the action skills of each individual actor. Calling on the incomparable JJ Perry as fight choreographer, Brad Martin as supervising stunt coordinator and 2nd unit director Dan Bradley, action is front and center and is flawless. Whereas some of the more explosive scenes are beyond thrilling (like blowing up a train), the action as a whole remains basic and simple, allowing you to see movements and intricacies, appreciate the physicality. There are times where simplicity works better and here, when you consider the legacy of the actors, harkening to their golden days of glory with the technology and stunt execution of the day, serves the film (and aging bodies) better. Where you see some problems are with the shot inserts, be it actors into scenes or hands and feet on gas pedals, grabbing guns, etc. Due to scheduling logistics (which Terry Crews jokes should be a movie itself), many of the scenes were shot multiple times with only one actor present each time and then cut together. As you will notice, most of the time - especially with the veterans - only one actor is in a shot at the time, e.g., Ford, Schwarzenegger and Li in a chopper. They were never all together during filming. Each role was filmed separately. And while there are some mis-steps with the editing inserts, on the whole, rave reviews for editors Sean Albertson and Paul Harb on their work at making the film cohesive from a story and visual standpoint.

Curious is the decision to "eliminate blood-letting" from the visuals and instead opt for grabbing a PG-13 rating. With the amount of explosions, slit throats, bullets and hand-to-hand brawling, not seeing any blood feels false and takes one out of the moment, out of the tension, out of the intensity, in some moments leading to a disjointed, "huh?". Don't get me wrong, the action is superb and extremely well executed and lensed, but I kept waiting to see spurting blood and blood drenched clothing. But for what we see on Crews' Caesar getting shot by Stonebanks (which I have to say, seeing a blood soaked shirt under compression packs on one of our heroes just makes your heart stop), blood is a missing element to the action.

Cinematographer Peter Menzies, Jr. gets creative yet conventional with framing and lensing, focusing on one and two shots of actors, leaving the widescreen for action sets. Great use of light and shadow in establishing tone and particularly texture within the climactic building blow-up and collapse.

The cherry on top is Brian Tyler's score which infuses its own energy into the proceedings.

But when all is said and done, THE EXPENDABLES 3 is about having fun - both on and off screen. Hi-octane exhilaration. Has you breathless from beginning to end. Beyond Badass!

Directed by Patrick Hughes

Written by Sylvester Stallone, Creighton Rothenberger, Katrin Benedikt, based on characters created by David Callaham

Cast: Sylvester Stallone, Jason Statham, Antonio Banderas, Jet Li, Wesley Snipes, Dolph Lundgren, Kelsey Grammer, Randy Couture, Terry Crews, Mel Gibson, Harrison Ford, Arnold Schwarzenegger, Kellan Lutz, Ronda Rousey, Glen Powell, Victor Ortiz, Robert Davi


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