Sylvester Stallone and his band of aging muscle-buddies probably had a blast making The Expendables 3, the latest by-product of Sly trying to help his pals out with a nice little payday in the twilight of their careers. Audiences get the wrong end of the deal, however, as the film is a messy action schlock that symbolizes the death knell for a franchise that’s worn out its welcome. The shameless appeal of the first Expendables–old action stars from the ’80s and ’90s teaming up to form a middle-aged super team–has long-since lost its sizzle, and Sly knows it: Here, he’s brought in a group of hot young actors into the fold to give the franchise a much-needed shot of vigor, but to no avail. Cursed by its PG-13 rating, The Expendables has lost too much blood (literally) and liveliness.

The film opens with Stallone’s Barney Ross leading his team of globe-trotting, government employed mercenaries (including series vets Dolph Lundgren, Randy Couture, and Jason Statham) on a rescue mission. Doctor Death (Wesley Snipes), a long lost teammate and friend of Barney’s, is being transported on a maximum security locomotive and, using a helicopter, big guns, and bigger balls, the Expendables manage to free the knife-savvy, old-school killer. The sequence pales in comparison to the train action scenes in Skyfall and Fast Five. Hell, even Toy Story 3 puts it to shame. But sadly, despite its mediocrity, the explosive train sequence winds up being the most entertaining set piece in the film. In other words, it’s all downhill from here.

Doctor Death, who’s been imprisoned for 8 years, has a little trouble integrating himself into the group, as all his old teammates (save for Barney) have been replaced. He trades barbs with Statham’s Lee Christmas, boastfully referring to himself as “the knife before Christmas” (hardy-har-har). Snipes’ snappy braggadocio wears thin quickly. No matter, though, because his storyline gets booted to the background for the remainder of the film. Let’s be honest; the writers just needed to get Snipes into the fray somehow so that he could kick and punch and jump off of high things.

Following Doctor Death’s recruitment, the Expendables carry out a routine mission that goes South when Barney spots Conrad Stonebanks (Mel Gibson), an old nemesis he thought dead. Deeming his team too old and beat-up to continue doing the government’s dirty work, Barney disbands them and subs in a younger team of tech-savvy killers played by UFC champ Ronda Rousey, boxing champ Victor Ortiz, and handsome newbies Glen Powell and Kellan Lutz. Call them “Team Viagra”. When the new team flubs their mission and are apprehended by Stonebanks, Barney and the old-fart-ables band together to rescue the young blood.

The film upholds the franchise tradition of delivering a ridiculously beefy cast: series mainstays Terry Crews and Jet Li return; Antonio Banderas pops up in an unintentionally grating role as a chatty, wannabe Expendable; Kelsey Grammar plays a gruff old-timer who helps Barney recruit the kids; Harrison Ford plays Barney’s government boss; and, of course, good ol’ Arnold makes an inexplicable appearance. Grammar brings the film down to earth (in a good way) in his brief appearance, and Gibson exhibits the same entertaining mega-villain gusto he brought to the table in Machete Kills, but no one else impresses.

The series is desperate to create snappy new one-liners like Sly and Ah-nold’s greatest hits (“Get to de choppa!” gets a shout-out), but they’re all duds. What’s worse, each new, lame catchphrase gets repeated for no reason at all. For instance, in an early scene, real-life badass Rousey beats up some D-bags in a club. Upon disposing of the jerks, she looks down and growls “Men” in a faux-feminist scoff. Later in the film, she beats up another jerk, looks down at him, and growls, “MEN”. It’s the same exact joke, repeated in the same context, for no reason. These demonstrations of the law of diminishing returns are actually a good metaphor for the Expendables franchise as a whole.

The charm of the first Expendables was its transparency; the first film was a blatant invitation to indulge in famous tough guys kicking ass and making things go boom. It was uninhibited fun, and the fact that the script was poorly written meant little in the grand scheme of things. It was fetishistic, kill-’em-all ecstasy. Expendables 3 is no fun, with its muted colors and piles of grey rubble adding to the numbing effect of the nonsensical action. Director Patrick Hughes shot most of the film in Bulgaria, and you can tell; the film is meant to take place in several locations across the globe, but none of them look authentic. The locales all sort of mush together, much like how the myriad stars mush together and the endless, forgettable kills mush together. 126 minutes of action movie mush is hard to keep down. More like, “The Indedibles”.

The Expedables 3 trailer