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Sylvester Stallone’s “Grumpy Old Men-with-Napalm” action franchise was initially an attempt to do an Avengers-style team-up of your favorite action stars–Stallone! Statham! Jet Li! Lundgren! uhhh Randy Couture? Oh, Terry Crews? Alright, yeah!–before Marvel’s actual Avengers movie came out. The first and second installments’ big problem is their greatest asset: they coast off their star-power and, while they have moments of beautiful absurdity (Jean Claude Van Damme’s Expendables 2 baddie, a Satan-worshipping mumblemonster for-real named Jean Vilain is his best work since JCVD), it never feels like they fully go for it. Yet, defying all reasonable expectation and conventional sequel wisdom, The Expendables 3 is actually a really fun, really stupid parable about the decline of the American action hero. 

[Ex-spoiler-ables]

The first thing you need to know about Expendables 3 is that it OPENS WITH THE EXPENDABLES LITERALLY AND METAPHORICALLY FREEING WESLEY SNIPES FROM PRISON. That’s your first clue that this is going to be a very different experience from the prior films. Not only do our band of mercenary heroes free Snipes’ medic/knife-man/parkour enthusiast Doctor Death (really) from an unnamed foreign prison train, he even makes a winking joke to the audience about tax evasion, in case you missed the reference. This whole sequence, as with much of the action in the film, is impressive. Rookie director Patrick Hughes does a nice job laying this scene out: you’re never totally sure where it’s going, it’s weird and a bunch of stuff blows up.

Without getting too involved into the minutiae of film’s super-complicated plot: evil war criminal/renegade and presumed dead former Expendable Conrad Stonebanks (Gibson) maims Expendables heavy weapons expert Hale Caesar (Terry Crews, presumably busy with filming commitments on Brooklyn Nine-Nine) on a mission gone awry, sending Stallone’s Barney Ross spiraling into self-doubt, cutting his own crew loose out of fear for their safety and recruiting an all-new, all-different team of younger Expendables (including UFC fighter Ronda Rousey) with the help of talent scout Bonaparte (Kelsey Grammer, here playing Murder Frasier) to take down Stonebanks. They, in turn, fail to take down Stonebanks, resulting in Ross teaming up with the original Expendables plus returning rival Trench Mauser (Schwarzenegger), new CIA liaison Drummer (Harrison Ford, spending his screentime talking trash about his predecessor, Bruce Willis, and growling while seated) and comic relief Galgo, aka Antonio Banderas.

Banderas’ character, a former member of the Spanish Armed Forces-turned-construction contractor(?) going out of his mind from boredom, touches on something pretty interesting about Expendables 3: a deep vein of aging masculine worry that permeates the film. A graying Banderas, his Rodriguez film wide-eyed mania in full form, is desperate to go out in the field once more and turns to floating fake mercenary resumes to try and drum up work, but is repeatedly turned down for being too old. His exasperated scream that he “JUST WANTS TO KILL PEOPLE!” is played for laughs, but there’s a spark of something tangible and real there. This is the first Expendables that’s able (or willing) to explore that these movies are predominantly centered around movie stars whose best years are behind them. When he attempts to lead his new team into a late night raid, Stallone/Ross is interrupted by his young charges who present him with a more modern plan that favors hacking into security grids over extreme gunfire. Shades of Skyfall, if Skyfall was filled with Ed Hardy iconography.

By far the most compelling element of Expendables 3 is Mel Gibson’s Conrad Stonebanks, less for any in-movie reason but more for what we, the audience, know going into this and how Expendables 3 KNOWS what WE know and seems to address that. Mel Gibson’s once beloved leading man image has been permanently tarnished by his semi-recent outing as an enormous piece of shit and, because of this, Hollywood seems to have placed him in this weird limbo where he can only play anti-heroes or outright villains (something he, admittedly, does very well). But what’s interesting here is how that informs Gibson’s Stonebanks, a man completely disowned by his former comrades who maniacally gloats in handcuffs or over TV screens in a manner eerily reminiscent of Heath Ledger’s Joker. Gibson’s signature Bugs Bunny charisma now feels perverse and unsettling. While the film’s action set piece is a balls-to-the-wall last stand in a bombed out casino, its emotional final battle is a deliberate re-staging of the “no guns” fist fight from the end of the first Lethal Weapon, except this time, Gibson’s the villain. When Stallone executes his former friend while paraphrasing his famous catchphrase from Judge Dredd, it feels like we’re watching a bunch of actual, real-life tension play out on the screen.

The Expendables 3 isn’t a good movie in the conventional sense, but as a bizarre denouement/celebration/exploration of the American actioner, it offers something to chew on.

Also, Antonio Banderas says “Benghazi.”

The Expendables 3 is in theaters now.