Everything behind the camera: filming locations, on-set incidents, casting chaos, the PG-13 war, and the complete story of how The Expendables 3 was built — and nearly destroyed — before it hit screens.
Principal photography ran August 19 – October 22, 2013. Almost entirely shot in Eastern Europe, the production transformed Bulgarian landscapes into Somalia, Bucharest, and the fictional Azmenistan.
Getting 16 major stars in the same film at the same time is a logistical and political battlefield. Here's what really happened behind closed doors:
At the 2014 Cannes Film Festival, Sylvester Stallone made an announcement that divided the franchise fanbase: The Expendables 3 would be rated PG-13, making it the first film in the series to abandon its R-rated roots.
Stallone's reasoning was commercial: reach a younger demographic, expand the audience base, compete more directly with PG-13 blockbusters like the Marvel films. When the original cut was submitted to the MPAA, it received an R rating — further cuts were required to achieve PG-13. The MPAA cited "violence including intense sustained gun battles and fight scenes, and for language."
The result? Only 34% of opening-weekend viewers were under 25 — the target demographic failed to materialize. Meanwhile, older fans who came specifically for R-rated action felt let down. Critics hammered the sanitized action sequences. The domestic box office ($39.3M) was a disaster compared to the $103M domestic of the first film.
"It was a horrible miscalculation on everyone's part in trying to reach a wider audience but in doing such, diminish the violence that the audience expects. I'm quite certain it won't happen again."
True to his word, Stallone promised an R-rated Expendables 4. The sequel Expend4bles (2023) was rated R — but ironically received even worse reviews and lower box office returns.
The film topped China's box office in its opening week, grossing $33.68M from 6.92 million admissions — proof that the franchise had enormous untapped international appeal. The international market ($175.3M) ultimately saved the film's profitability.
Founded the Expendables. Haunted by guilt over Stonebanks — a man he trained and trusted. His decision to disband the veterans drives the film's central conflict.
Formerly Australian SAS. Helped build the Expendables before going rogue and becoming one of the world's most wanted arms dealers. The franchise's most complex villain.
Former British SAS soldier and Barney's right hand. The closest thing the team has to a moral compass. His loyalty is unconditional and his knife skills unmatched.
Ex-USAF pilot turned CIA field ops chief. Replaced the antagonistic Church as mission handler. Ford brought gravitas and reliability the character needed.
US Army Special Forces medic and knives expert. Freed from prison in the opening sequence — a meta wink at Snipes' real-life tax evasion imprisonment.
A motor-mouthed, rejection-refusing veteran of the Spanish Legion. Banderas improvised much of his comedic dialogue, making Galgo the film's unexpected fan favourite.