"THE EXPENDABLES" (2010)

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A EXT. VAST OCEAN EXPANSE - NIGHT

The MOON and it’s vivid glow are seen rising in seamless time lapse photography over the endless undulating body of water.

We hear an excerpt from THE CONGO by Vachel Lindsay.

VOICES * Boomlay, boomlay, boom. Beware, walk with care, * Boomlay, boomlay, boom. We are, we are all sinners, Yet purer than sin. Boomlay, boomlay, BOOM.’

The MOONLIGHT reflects off the calm dark body of water. Way in the distance FAINT LIGHTS on shore indicate a hint of the PIRATE LAIR known as HARARDHERE. The outline of an anchored 25,000 ton CARGO SHIP (THE CHEMSTAR) is barely discernible.

A 25 FOOT POWER BOAT pulls along side the ship and FIFTEEN ARMED PIRATES aggressively scramble up several HANGING ROPE LADDERS.

2A POV PIRATES

All this action is seen through the lens of THERMAL NIGHT VISION GOGGLES. Locked into the PIRATE’S ‘body heat signature,’ the GOGGLES ramp in tighter on the THIEVES.

The heavy DOOR to a large unit STORAGE ROOM swings open revealing the kidnapped crew. They are thoroughly exhausted and suffering from dehydration.

In very tight unsteady angles we see glimpses of the SOMALIAN PIRATES charging into the room and yanking hostages to their feet. Some are savagely kicked and jerked upright by KNOTTED ROPES that are wrapped around their necks. They plead for mercy through their GAGS.

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4 SHIP’S STAIRCASE

The DARK METAL STAIRCASE reverberates loudly as frenetic SHAFTS OF LIGHT from the PIRATES’ FLASHLIGHTS cut through the gloom as the BOUND HOSTAGES are kicked and shoved down toward the bowels of the ship.

The only sound heard is the LAPPING WAVES that strike the ship’s side. The TETHERED PIRATES’ BOAT is seen in the foreground again, through THERMAL VISION GOGGLES, the ‘Thermal Vision POV’ moves steadily closer.

The BOUND HOSTAGES are being shoved and kicked into the center of the ship’s HOLD. High above the HOLD are open CARGO DOORS that reveal the dark night sky. TWO PIRATES stand guard above the ‘HOLD’ watching the HOSTAGES being abused below. Waiting in the hold are another FIFTEEN PIRATES who are sitting on STACKS OF CARGO drinking and smoking. The whole environment has the feel of a distorted amphitheater whose attendees want blood.

7 SHIP’S HOLD

The HOSTAGES are dragged into the center of the METAL CARGO AREA. The PIRATES mock their pleas for ‘help’ and burning CIGARETTES and empty BEER BOTTLES are tossed at the FRENCH MEN. The surly PIRATES pass around large joints of MARIJUANA, while gyrating on the STACKED CARGO.

8 SHIPS UPPER DECK

Ultra Extreme CLOSE UP of a THERMAL VISION GOGGLES LENS as it rises into view. The individual wearing them is not seen.

9 THERMAL VISION POV

Panning around we see the DECK is clear. The THERMAL VISION then scans the UPPER DECK of the ship and this area is also clear.

The THERMAL VISION IMAGE now travels forward toward the CARGO HOLD. A PIRATE GUARD seated on the EDGE of the cargo hold is observing below.

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10 SHIP’S HOLD

The PIRATE LEADER bellows orders and the PIRATE CREW kick the HOSTAGES to their knees, while dragging them into a straight line. The majority of the surrounding PIRATES hurl insults. The LEADER orders another PIRATE holding a small VIDEO CAMERA to begin filming. Around them are STACKS of the cargo, which is SALT.

The LEADER paces behind the doomed HOSTAGES and begins to speak in English, which is the SOMALI’S second language.

The LEADER angrily gestures to the PIRATE beside him.

13 The PIRATE disdainfully drags a HOSTAGE forward and yanks his bound hands upward.

The GAGGED HOSTAGE’S muffled cries for mercy fall on deaf ears. The PIRATE GANG clamors for blood.

14 SHIP’S DECK

The THERMAL VISION POV continues to close in on the edge of the CARGO HOLD.

The PIRATE LEADER has stepped in front of the cowering HOSTAGE.

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The LEADER raises a huge MACHETE from another PIRATE.

17 SHIP’S HOLD

The MACHETE is about to descend when they are startled by a yell followed by a BLACK NYLON BAG that crashes heavily to the ship’s floor.

Full of adrenaline, the PIRATES aim their array of WEAPONS upward and are about to fire when the RED BEAM from a LASER LIGHT appears on the LEADER’S CHEST.

The PIRATE with the PORTABLE CAMERA pans upward. It records the barely discernible OUTLINES of SIX DARKLY CLAD MEN. (This camera’s footage will be haphazardly recorded and used in a later scene.)

The SIX MERCENARIES gathered around the ship’s HOLD are known as THE EXPENDABLES.

BARNEY ROSS: Group leader and strategist. In his day a record holder for his blinding speed and accuracy with COMBAT PISTOLS.

HALE CAESAR: Long Barrel Weapon Specialist, especially custom, one of a kind, full-auto shotguns. Well-adjusted, pleasant, outspoken, but ruthless in battle, friends with BARNEY for 10 years.

LEE CHRISTMAS: Former SAS and a savant with anything that has a blade.

YING YANG: Thoughtful, deadly and a master at ‘close quarter combat.’ He’s a man who’s always meditating on how he should live his life.

TOLL ROAD: His imposing size and battle scarred appearance belie his special DEMOLITION SKILLS and calm intellect.

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When all else fails, he simply employs his brutal but brilliant fighting capabilities to shatter every bone in an opponent’s body. He wears special GLOVES with protruding STUDS and METAL KNEE PADS.

GUNNAR JENSEN: A big combat veteran who’s an expert in PRECISION SNIPING, but the years of stress, isolation and cynicism have spiraled him downwards into an unwinnable war of substance abuse and untamable mood swings.

All of these men possess a matching EXPENDABLES LOGO TATTOO.

YANG

has a LASER DOT from his rifle centered on the LEADER’S CHEST, as BARNEY addresses the THIEF.

Unimpressed, the PIRATE LEADER looks at the LASER DOT on his chest, then runs his fingers through the BEAM. He motions to another PIRATE who retrieves the BAG. The LEADER looks inside.

Wired to the gills, GUNNAR barges forward roughly shoving YANG aside.

GUNNAR looks at Barney, eyes glazed. He raises his powerful RIFLE.

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GUNNAR pulls the trigger sending a heavy grained bullet into center of the LEADER’S face.

The film goes into SLOW MOTION. The PIRATE LEADER’S head is completely gone. The stunned PIRATES stare in horror as the LEADER’S body still remains upright. The EXPENDABLES exchange anxious looks. They know the scene is milliseconds away from chaos.

With that the PIRATE LEADER’S body crumbles to a heap and the battle is on!

CHRISTMAS and HALE CAESAR toss TWO M-18 SMOKE GRENADES from above and the Room is instantly enveloped into a billowing hell as the PIRATE’S gunfire ricochet everywhere.

HOSTAGES duck against the wall seeking safety.

CHRISTMAS and YANG leap over the side and rappel into the billowing SMOKE.

GUNNAR takes off as TOLL ROAD and BARNEY quickly rappel over the side into the thickening protective smoke.

TWO PIRATES come charging up the stairs, out of the smoke HALE CAESAR appears at the top of the stairs, his shotgun leveled.

BOOOM!

He blows both pirates into chop meat.

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Another PIRATE is fleeing up the steel steps and is blasted back by HALE CAESAR. Through the fading HAZE of the grenade smoke, HALE CAESAR moves into the BOWELS of the SHIP’S HOLD. GUNNAR steps into view, his wild eyes craving the battle.

20 YING YANG

He leaps out from behind a CARGO STACK and catches a PIRATE with a savage kick from his STEEL TIPPED BOOTS, then sprays a SECOND PIRATE with his MACHINE GUN.

20A PIRATES

In the shadowy ‘hold,’ the PIRATES are panicking and firing wildly. BULLETS ricochet off the SHIP’S STEEL SIDE with deafening reverberations.

20B HALE CAESAR is hit in the PROTECTIVE VEST. He fires his SEGA SHOTGUN and obliterates STACKS of CARGO that the assaulting PIRATE hides behind.

21 CHRISTMAS

leaps from cover and heaves a KNIFE at a PIRATE who is reloading, then fires his WEAPON three times at a PIRATE who dives safely behind a CARGO STACK. The PIRATE now fires at BARNEY. TOLL ROAD suddenly appears behind the PIRATE and snaps his NECK.

22 BARNEY ROSS

BARNEY ducks then spins out and with amazing economy he fires off eight shots with his .45, hitting TWO ARMED PIRATES, then, speed loads and fires off SIX more at another PIRATE sprinting to an ambush location in less than 3 seconds. The PIRATE is blown off his feet.

22A YANG

steps from his concealment and kicks one PIRATE with his STEEL TIPPED BOOTS and blows two more away as he rolls to safety.

22AA CHRISTMAS

cuts down THREE PIRATES who fire from the top of CARGO STACKS.

HALE CAESAR’S

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ferocious SHOTGUN blasts TWO MORE PIRATES ten feet back.

22B GUNNAR

Without any regard for his own safety, he walks insanely forward as a pair of PIRATE’S BULLETS tear off the STACKED CARGO near his head. He blasts the PIRATE away with his HUGE PISTOL.

22C CHRISTMAS

is out of AMMO, but sees TWO PIRATES and with insane speed, he whips out a pair of THROWING KNIVES and impales the thieves. A THIRD PIRATE tries to behead him from behind with a MACHETE. CHRISTMAS dodges the blow and crushes the man’s THROAT with a lethal blow.

22CC PIRATE

drops his empty WEAPON and whips out his MACHETE and anxiously moves forward.

22CCC TOLL ROAD

A STUDDED FIST slams into the PIRATE’S CHEST. The man attempts to raise the MACHETE, but TOLL ROAD grabs the man behind his NECK, and crushes the PIRATE’S HEAD against his STUDDED KNEE, and blows another PIRATE away with his REMINGTON MODEL 870 MCS ‘breach weapon.’

22D BARNEY

swings around a CARGO STACK and catches TWO PIRATES broadside with his .45.

22E GUNNAR’S

Drugged eyes are as wide as portholes as he snaps around the corner and catches CHRISTMAS dead in his sights. Though ten feet away, GUNNAR is aiming right between his teammate’s eyes.

GUNNAR fires missing CHRISTMAS’ HEAD by an inch, but catching a PIRATE, who is taking aim twenty feet away. CHRISTMAS glares at GUNNAR and rapidly moves off.

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GUNNAR sees a PIRATE behind BARNEY and blows him away. Turning, he finds himself face to face with a LONG HAIRED PIRATE who shoots him point blank in the CHEST. GUNNAR recoils, then with incredible rage, fights the pain and with python-like speed, grabs the LONG HAIRED PIRATE by the throat.

22F CHRISTMAS

Heaves another KNIFE at a PIRATE who runs between the CARGO STACKS.

22FF HALE CAESAR

sees ANOTHER PIRATE fleeing up the steps and fires twice. The PIRATE tumbles down the stairs.

22G SHIP’S HOLD

From above we see the majority of the smoke has funneled out.

22H PIRATES

THREE PIRATES dash to a new location while shooting wildly at BARNEY.

22HH YANG

suddenly leaps into view, kicking one in the gut, the other across the jaw, and plugs the third with his PISTOL.

25 TOLL ROAD

His thick hand lashes out and seizes a PIRATE by the throat who is firing at CHRISTMAS. He heaves him forward, back hands another PIRATE with is SHOTGUN then fires his weapon at another PIRATE who ducks to safety.

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25A HALE CAESAR

approaches from the opposite direction and drives his ELBOW squarely into his FOREHEAD, then pulling out a huge dagger- like KNIFE aptly called ‘The Arkansas Toothpick,’ parries another PIRATE’S MACHETE and with a stupendous elbow to the forehead, crushes him to the SHIP’S FLOOR.

26 CHRISTMAS

Clearing his way around the CARGO, he sees EIGHT PIRATES snatch up the BOUND HOSTAGES, using them as a shield. A very tall PIRATE has one of the hostages by the hair, a KNIFE at his throat.

BARNEY sees what CHRISTMAS sees. HALE CAESAR drifts into view and blocking the steps, likewise TOLL ROAD, YANG joins in from the opposite angle. They are all blocking the stairway EXIT.

The PIRATES have weapons pointed at the HOSTAGES’ heads. The MERCENARIES look toward BARNEY, who remains stone faced.

BARNEY lowers his PISTOLS to the ground, likewise the TWO OTHER MEN. While rising, he glances at CHRISTMAS, who has also lowered his COMPACT RIFLE.

CHRISTMAS never removes his eyes from the PIRATE LEADER.

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The MONEY rests near HALE CAESAR. He eyes BARNEY.

HALE CAESAR * (eyeing the pirate) * ...Boomlay, boom. *

A fellow pirate starts forward.

Like a blur BARNEY quick-draws a custom built SIX SHOOTER from the small of his back as CHRISTMAS’ whips out TWO THROWING KNIVES hidden behind his shoulders with blinding speed, then whips out TWO MORE fastened to either side of his leg. It’s hard to tell which is faster, BARNEY’S BULLETS or CHRISTMAS’ KNIVES, but EIGHT DEAD PIRATES hit the ground. Stone-faced BARNEY moves forward and begins cutting the HOSTAGES loose. *

ONE HOSTAGE begins to profusely thank BARNEY. BARNEY’S unimpressed.

CHRISTMAS’ attention is drawn upward.

Overhead is GUNNAR, wrapping the repelling rope around the semi-conscious LONG HAIRED PIRATE’S neck.

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GUNNAR continues to wrap the repelling rope around the LONG HAIRED PIRATE’S neck.

GUNNAR yanks the PIRATE upright and turns him face forward, like a man on a gallows.

BARNEY takes aim as GUNNAR prepares to shove the PIRATE over the CARGO HOLD LEDGE when he is blind-sided by a arcing KICK from YANG that staggers him sideways.

31A GUNNAR and YANG

YANG squares off against GUNNAR, who’s eyes fill with rage as he charges YANG.

32 BARNEY AND CHRISTMAS

observe what just transpired and rush toward the staircase.

33 GUNNAR

Attacks YANG who lands a crushing KICK to the knee and a KICK to the eye that splits the big man’s BROW open.

With startling speed, GUNNAR parries YANG’S next blow, then seizing him by the throat, smashes him to the ground. Instantly there’s a HUGE BOWIE KNIFE pressed against YANG’S throat. BLOOD streams along the side of GUNNAR’S face.

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GUNNAR tips the shiny blade and studies his distorted reflection. A PISTOL is jammed against the back of his head. He sees BARNEY in the reflection.

GUNNAR holds fast, never taking his eyes off YANG.

Suddenly YANG slams a knee into GUNNAR’S GROIN and sweeps the razor sharp BLADE away from his throat, then leaps to his feet.

GUNNAR prepares to likewise leap up, only to find BARNEY jamming a PISTOL BARREL against his forehead. YANG moves to attack, but is stopped by HALE CAESAR.

CHRISTMAS reaches into GUNNAR’S pocket and pulls out a SMALL PLASTIC CELLOPHANE POUCH of METH and smells it.

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BARNEY takes the METH BAG from CHRISTMAS as GUNNAR rises.

GUNNAR * (to Barney) Who’s perfect? *

He looks over to Barney, whose face registers the pain of compassion stretched too far for too long.

BARNEY

Give Christmas the knife - Do it.

GUNNAR stiffens.

Reluctantly GUNNAR hangs over the massive weapon.

GUNNAR looks defeated, confused. He looks at the other EXPENDABLES for support.

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Gunnar turns to Barney, rage and hurt mingling in his tweaked out face.

Barney nods. TOLL ROAD fastens a PAIR of PLASTIC CUFFS around GUNNAR’S wrists.

At this moment the LONG HAIRED PIRATE begins to regain consciousness and weakly removes the ROPE from around his neck.

GUNNAR kicks out his LEG catching the degenerate PIRATE flush, thus sending him over the edge of the CARGO HOLD.

CHRISTMAS moves with unbelievable speed, and taking GUNNAR’S BOWIE KNIFE, slashes the rope around the falling PIRATE’S neck in half before it snaps taunt. The PIRATE crashes unconsciously on a STACK OF CARGO.

OVER CREDITS

Barney’s sea plane cruises through the starlit sky.

The EXPENDABLES are all in their own space. Barney is at the controls, stares straight ahead. CHRISTMAS sits in the co- pilot seat. YANG sits deep in meditation. HALE CAESAR reads a book. TOLL ROAD, wearing GLASSES, reads a self help BOOK. GUNNAR sits in the rear with his hands bound. CHRISTMAS rises and gives GUNNAR water, then cuts him loose. CHRISTMAS then hands him his huge KNIFE and SHEATH.

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CHRISTMAS nods and moves away. GUNNAR’S head slumps into his hands.

CHRISTMAS arrives on a DUCATI MOTORCYCLE. He removes a bottle of CHAMPAGNE from inside his jacket, but pauses when he sees a tricked out RANGE ROVER in the driveway and starts up the stairs.

CHRISTMAS moves up the steps to the porch, flicks a familiar WIND CHIME, then tries to open the SCREEN DOOR. It’s locked. He rings the bell, and the outline of a woman appears on the other side of a frosted glass door.

There’s an unsettling pause on the other side of the door.

The frosted door opens a crack and LACY appears. She’s in her early 30’s. She’s a good soul, attractive in a very natural way. She unlocks the SCREEN DOOR.

He goes to gently kiss her, and she slightly averts her lips.

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LACY nods ‘yes.’

He holds up the CHAMPAGNE.

VOICE (O.S.) Lace?

CHRISTMAS stiffens and leans into the doorway.

In the background, PAUL, a physically strong, mid 30’s, clean- cut MAN steps into view wearing long pants and a white T- shirt. Aggressive jock written all over him.

The word ‘friend’ sinks Lee’s heart.

He locks eyes with CHRISTMAS. For a man who is a natural fighting machine, the fight seems to drain from his body.

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Leaning against the railing, he gently places the BOTTLE OF CHAMPAGNE on the ground...

PAUL tenses and starts to drift forward.

PAUL reluctantly backs away. LACY steps outside and stands directly behind the crestfallen man.

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He brings a RING BOX from behind his back. LACY deflates. She feels she’s being pulled between emotional force fields.

He drifts toward the open door and the light that streams out. PAUL is standing way in the background.

CHRISTMAS * I hate his voice - * (the ring) Take it - Show it to him.

LACY * I should go - *

CHRISTMAS’ jaws clench as he struggles to maintain his composure.

PAUL starts to move forward. CHRISTMAS sees PAUL starting to approach.

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She gestures to PAUL with her hands. He reluctantly pauses.

She meekly retreats and closes the door. With his gut in knots, CHRISTMAS closes the RING BOX and walks from view.

37 CLOSE ON

A TATTOO NEEDLE APPLYING INK TO A SHOULDER. The retro music leaks from a small CD machine.

PULL BACK TO

BARNEY sits in a CLASSIC OLD SCHOOL TATTOO PARLOR. There are TWO OTHER VACANT STATIONS. He studies the OLD TATTOO PRINTS on the wall and eyes several PHOTOGRAPHS of himself taken a year earlier in Special Forces combat fatigues, standing next to TOOL in some exotic hellhole.

The cavernous sound of an approaching MOTORCYCLE intensifies. As BARNEY turns toward the rumbling, we see the glowing HEADLIGHTS of a HARLEY MOTORCYCLE. The PLAIN LOOKING CHOPPER * enters through a METAL DOOR, gliding through dim light. It travels towards BARNEY, finally pausing near a small FREIGHT ELEVATOR. Stepping off the bike is TOOL and an attractive FEMALE COMPANION. The room is full of BEAUTIFULLY DESIGNED * MOTORCYCLES. *

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TOOL’S

body is completely covered in INK IMAGES. He is dressed in LEATHER PANTS, LEATHER VEST while an abundance of SILVER JEWELRY hangs from his wrists. A EXPENDABLE TATTOO is on his FOREARM.

TOOL gives BARNEY a respectful hug.

He slips on a pair of RUBBER GLOVES. The GIRL heads towards the FREIGHT ELEVATOR.

BARNEY * Ya build all these beautiful bikes * and ride that beast? *

TOOL * I’m a confused artist. *

BARNEY * (gesturing to the bikes) * Been too long since we’ve taken a * run up the coast on ‘em. That was * good. *

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BARNEY nods and removes his shirt showing extensive TATTOOS especially a RAVEN sitting on a SKULL located in the center of his BACK. TOOL stares down at the TATTOO. The word ‘EXPENDABLE’ only goes to the letter ‘D.’

TOOL prepares the INK in a small CUP.

TOOL * When a dude goes Crankenstein, * gotta cut ‘im loose. *

TOOL * Lifestyle gettin’ to ya. *

TOOL lowers the TATTOO NEEDLE onto the incomplete ‘EXPENDABLE’ name. Just then ANOTHER MOTORCYCLE is heard and * CHRISTMAS enters through the same door as TOOL guides his * BIKE near the TATTOO BOOTH. CHRISTMAS enters. *

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CHRISTMAS cuts the ENGINE, but remains strattling his BIKE. *

BARNEY senses something’s amiss. He gestures to CHRISTMAS, who just wearily shrugs.

TOOL rises and gestures toward the RAVEN TATTOO lettering. *

BARNEY * Whatta ya think?

TOOL continues to tattoo BARNEY while adjusting MAGNIFYING GLASSES he pulls down from his FOREHEAD.

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TOOL rises and removes a LARGE KNIFE and snaps it open.

BARNEY * You’ve lost the last twenty times. *

CHRISTMAS * What’s with this ‘Sadness’ shit? *

Without any enthusiasm, CHRISTMAS snaps open his FOLDING KNIFE. He throws first and hits a target that is HITLER’S * FACE. His KNIFE lands just off the side of the EAR. *

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TOOL * (mockingly) * Inspirin’, inspirational, * intimidatin’. *

With unexpected speed, TOOL heaves his KNIFE that buries * itself in the center of HITLER’S face. *

TOOL * Expect to win, ya win, Brother. *

CHRISTMAS puts on a brave face, but he is embarrassed. *

The PHONE rings. TOOL answers as CHRISTMAS hands over a TEN DOLLAR BILL.

He hangs up.

We see the modest exterior of a non-denominational CHURCH in the center of the city. BARNEY’S TRUCK is parked on the side of the structure.

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Sitting in the PEW is a man known only as CHURCH. He is all business. Hard in mind and soul. Fear and subtly is alien to this individual. His eyes belong in the skull of a predator.

CHURCH’S eyes bore into BARNEY’S trying to get a read on where he’s coming from.

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He hands a PICTURE over from a FOLDER.

BARNEY studies the PHOTO. This one of a tin pot despot of a man, in an over medaled uniform, his eyes hold the hint of madness.

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CHURCH stares straight into BARNEY’S eyes. He hands over a * FOLDER. *

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Barney heads back to his truck. Once inside, he takes out a MINIATURE VIDEO CAMERA and withdrawing the MEMORY CHIP, puts it into the PC on the seat beside him. Hitting the play button, he studies the CLOSE-UP FOOTAGE of CHURCH requesting he attack the island of VILENA. Having seen enough, he closes the LAPTOP and the scene goes black.

The PALACE is old and solid, and has a forboding aura. Large LIGHTS shine down from the BARBED WIRED walls that surround this horrible structure.

GENERAL GARZA, a hefty paranoid, with a volatile personality, stares at a beautiful POOL that lies below him.

GARZA, still in his bathrobe, comes striding through the dimly lit, EERIE TUNNELS, followed by his ELITE GUARDS. On either side in small cave like cells, peasant workers are engaged in unloading WHITE POWDER bricks and placing them in stacks on wooden pallets.

GARZA comes upon more of his guards surrounding a trembling PEASANT WORKER and his exhausted, small, mid-thirties WIFE and 15 YR OLD SON. One of the guards holds a SMALL PLASTIC BAG of the white powder, which he hands to GARZA, who regards it calmly.

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The PHOTOGRAPHER snaps off a steady stream of STILL SHOTS. Garza comes face to face with the terror stricken peasant. All dialogue is in SPANISH.

And then, suddenly....

BOOM!

From out of the darkness comes a bone jarring explosion that causes ALL present to jump out of their skins.

From the shadows emerges an American, JAMES MONROE, a rouge CIA Officer in his 40’s. His hair is slicked back, his demeanor calm, but in his eyes the blackness that inspires fear. Backing him up are three lethal looking Americans, Blackwater types. PAINE, and his TWO EX-AMERICAN OPERATIVES. In Monroe’s hand, a Desert Eagle, smoke still curling from the barrel.

Garza, looks from the dead man to Monroe, annoyed. MONROE moves off followed by PAINE and the TWO AMERICAN OPERATIVES. The loyal RED BERET GUARDS stare hard at the departing AMERICAN.

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Garza looks after them, rattled, frustrated, has a hard time meeting his own private guard’s dour expression.

He moves off.

BARNEY and CHRISTMAS drive through the city.

CHRISTMAS * Be serious.

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BARNEY glances at him, feels his angst.

CHRISTMAS looks out the window thoughtfully.

BARNEY * Which code? *

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CHRISTMAS * C’mon, you know, no matter what the * money, the target has to deserve * it. *

BARNEY pulls the TRUCK to the curb in front of TOOL’S.

BARNEY * Forget code. For cash we remove * those hard to get at stains, and * the more I see, the more I think * both sides usually deserve it. *

CHRISTMAS closes the door and enters TOOL’S SOCIAL CLUB.

BARNEY picks up the FOLDER that CHURCH gave him, begins to look through the pictures. He comes to a GOOGLE MAP OF AN ISLAND, and it’s SEAPORT. He is so deeply in thought he does not hear anything behind him, until... *

VOICE * Vilena?

Barney shuts the folder quickly, turns to...

BARNEY exits the truck.

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And with a final look of hurt, GUNNAR heads away.

BARNEY watches as he disappears around the corner.

43 OMITTED

The camera pans down from a large EXPENDABLE LOGO painted on * the shop wall. *

The large space is crammed with an array of MACHINERY. SECTIONS of SEAPLANE, such as half of it’s FUSELAGE, are suspended from the ceiling while several METAL PROPELLERS are fastened to the wall. The area is a perfect blending of the Dark Age meets the Industrial Age. BARNEY is tooling with a * large AIRPLANE ENGINE as the other EXPENDABLES CHRISTMAS, * HALE CAESAR, YANG and TOLL ROAD lounge around the HEAVY DUTY MACHINERY. *

BARNEY * He said something like the * population of this island is around * five or six thousand, no more. *

CHRISTMAS * How would I know?! *

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BARNEY * Maybe couple a hundred.

HALE CAESAR * Sounds on the crazy side. *

HALE CAESAR dips his SPOON into a take out CUP of GUMBO. *

YANG * (offended) * Go dance some place. *

BARNEY * Caesar, don’t wind him up. *

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TOLL ROAD * What’s it matter?

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BARNEY * See your shrink lately? *

BARNEY * What you talk about?

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EVERYONE stares in stunned silence as they all look at TOLL ROAD.

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All the men nod.

BARNEY flips open his phone.

44A OMITTED *

We see CHURCH in the rear. TWO OTHER AGENTS ride up front. *

CHURCH * Speak.

CHURCH * Shoot. *

BARNEY * Five million. *

The OTHER EXPENDABLES almost swallow their tongues. They exchange surprised expressions.

SECOND PINK REVISIONS 5/11/09 40

44C TOOL’S MACHINE SHOP

Cut back to BARNEY and company. *

BARNEY * Haven’t checked lately. *

CHURCH hangs up.

BARNEY faces his MEN who smile broadly.

HALE CAESAR * Damn. *

BARNEY * (to Christmas) * ...Let’s travel. *

45 OMITTED *

49 VARIETY OF SHOTS SHOWING THE POLITICAL AND ECONOMIC CLIMATE OF THE ISLAND OF VILENA.

50 In the background are Vilena’s formative mountains that are lush with dense foliage.

A large GRUMMAN UF-26 ALBATROSS SEAPLANE swoops into view. OCEAN SPRAY arcs beside the plane’s large PONTOONS as it powers down.

A near dilapidated CUSTOM’S OFFICE comes into view as BARNEY’S SEAPLANE rumbles into view. He cuts the engines.

SECOND PINK REVISIONS 5/11/09 41

BARNEY adjusts the controls, as CHRISTMAS eyes the bleak surroundings.

BARNEY and CHRISTMAS stand in front of a sunken-eyed CUSTOMS AGENT. On the wall is a LARGE PHOTO of GENERAL GARZA. Nearby, TWO RAWBONED SOLDIERS lounge in a pair of worn CHAIRS. A CEILING FAN overhead is barely spinning at two revolutions per minute.

An UNSHAVEN CUSTOMS AGENT eyes the CLOSE-UP of the men’s PASSPORTS.

The AGENT nods smugly and looks at the SOLDIERS then looks out the window.

BARNEY hands over a BUSINESS CARD.

The agent doesn’t quite understand.

CHRISTMAS holds up a NATURE MAGAZINE with EXOTIC BIRDS on the cover. BARNEY hands over his credentials.

SECOND PINK REVISIONS 5/11/09 42

The AGENT finishes toying with them, then stamps their passports.

The AGENT winks at the GUARDS as if he’s proud of taunting the Americans.

BARNEY and CHRISTMAS move off. THE ACTION TURNS TO SKIP FRAME as a security camera hidden in the clock overhead takes their pictures.

SECOND PINK REVISIONS 5/11/09 43

53A OMITTED

53B OMITTED

53C-53JOMITTED

BARNEY and CHRISTMAS wander the streets of the main city.

Loud HONKING draws their attention. TWO MILITARY JEEPS followed by an open back MILITARY TRUCK crammed with 20 HARD- CORE SOLDIERS rumble along the narrow main street. These SOLDIERS wear the DARK RED BERETS signifying that they are part of GARZA’S BRUTAL ELITE TROOPS.

The country’s new FLAG (an image of GENERAL GARZA) flies from the corners of the hoods of all the vehicles. Though slightly obscured, we see BARNEY and CHRISTMAS pass into view.

The depressed, intimidated LOCALS listlessly move aside as the CONVOY approaches.

THE TWO ARMY JEEPS begin blasting their horns. People move aside.

BARNEY and CHRISTMAS observe FOUR AMERICAN OPERATIVES, dressed in khaki as they pass into view in the LEAD JEEP.

They then observe the SECOND JEEP in which PAINE is driving, and riding shotgun is MONROE with his slicked back hair and a pair of aviator glasses, who exudes power, and menace.

BARNEY and CHRISTMAS eye the men as they pass directly in front of their observation point. Christmas starts filming them with a converted still camera.

An OLD MAN struggles to push a RICKETY CART full of junk out of the way. He passes in front of the TROOP TRUCK. HORNS blare. The OLD MAN stands petrified. This disrespect is not tolerated.

SECOND PINK REVISIONS 5/11/09 44

The TROOPS leap from the LEAD JEEP and berate the OLD MAN.

PAINE steps from the deep. He is wearing a conspicuous SHOULDER HOLSTER. In his thick hand is an equally thick, short, BLACK CLUB attached to a LEATHER STRAP.

PAINE motions to the SOLDIERS who commence to shoving people aside, then SMASHING the OLD MAN’S cart. MONROE coolly looks on.

SOLDIERS RE-BOARD the TRANSPORT TRUCK. The LOCALS share in the man’s pain, but are terrified to show any outward emotion. PAINE starts to climb back in his JEEP.

An OLDER WOMAN suddenly starts to yell curses at the TROOP TRUCK. The SOLDIERS rush forward and commence to roughing her up. SERGEANT OF THE GUARD grabs her and flings her against the wall, curses her nose to nose. MONROE gestures to PAINE.

The SOLDIERS load up and they are gone. BARNEY and CHRISTMAS also move out.

BARNEY and CHRISTMAS ascend the inclined cobblestone alley and pause before a RUNDOWN CANTINA. BARNEY checks the address, then proceeds to enter.

The impoverished establishment is furnished solely with two small hand hewn tables and a makeshift ‘bar’ fashioned crudely from bits of LUMBER and recycled corrugated STEEL PANELS. An OLD WOMAN BARTENDER sits idly on a stool.

CHRISTMAS and BARNEY enter the dismal CANTINA, and scan the empty room. BARNEY checks his WATCH as they move to the bar.

The OLD LADY asks if they want a drink.

CHRISTMAS looks down at a half full BOWL of NUTS. A ROACH scampers out.

SECOND PINK REVISIONS 5/11/09 45

BARNEY irritably tosses his HAT to the table.

At this very moment we see a SINGLE INDIVIDUAL enter the cantina. Because of the near non-existent interior light, coupled by the glare from outside, it is hard to make out the stranger’s features.

Stepping forward is SANDRA (20’s.) She’s very attractive in a natural way. Her dark intense eyes fix on the TWO AMERICANS. BARNEY is taken by her profound physical presence.

SANDRA warily approaches, visibly nervous.

And without another word, she heads for the rear door of the cantina.

SECOND PINK REVISIONS 5/11/09 46

Barney says nothing, gives Christmas a look like what the hell.

WIDE SHOT of the COMPOUND.

Extreme CLOSE UP of a smear of COLOR being spread across WHITE CANVAS. GARZA sits at an EASEL near the balcony painting a PORTRAIT OF HIMSELF. The image is disturbing and the majority of his face is a void as if to indicate his soul is hollow.

The DOOR opens and MONROE enters followed by PAINE. THREE loyal RED BERET GUARDS glare at them.

MONROE exits.

With thinly concealed disdain, the GUARDS turn away as PAINE also exits. GARZA can not match the gaze of his frustrated SOLDIERS as he passes.

Dust kicks up from the partially paved road as SANDRA drives her terribly rundown mini PICKUP TRUCK towards the outskirts of town.

SECOND PINK REVISIONS 5/11/09 47

On the visor are SIX SMALL SKILLFULLY SKETCHED PORTRAITS of local women. One in particular stands out. A WOMAN’S WINGED PORTRAIT.

SANDRA sees BARNEY eyeing her ARTWORK.

SANDRA pulls it down and hands it to him.

Reluctantly, Barney takes the WINGED WOMAN’S HEAD from SANDRA and puts it in his pocket.

SANDRA drives while BARNEY sits in the middle and CHRISTMAS rides shotgun.

SECOND PINK REVISIONS 5/11/09 48

BARNEY glances at him like he’s lost his mind. *

Monroe stares at an unplanted field, with peasants lazily turning the soil. His mood is black. He turns to Garza. Who is uncomfortable. Paine, and OPERATIVE #2 AND #3 stand off to the side, eyeing several of Garza’s Red Berets.

MONROE closes to within inches of GARZA’S face.

SECOND PINK REVISIONS 5/11/09 49

The fire in Monroe’s eyes burns into Garza.

MONROE smiles, backs off.

He stalks off, with his men following. Garza takes a deep breath, tries to regain his composure.

BARNEY, CHRISTMAS and SANDRA ride in SANDRA’S MINI-PICKUP TRUCK. They rock uncomfortably down a pot-holed road. The extreme poverty affects BARNEY.

A group of SOLDIERS in RED BERETS have pinned several YOUNG MEN against a wall. They are being roughly interrogated, then shoved into MILITARY TRUCKS.

BARNEY looks out the window as their VEHICLE passes filthy, bare footed CHILDREN carrying BUCKETS of brackish water and joyless adults clad in near thread bare RAGS slump against crumbling HOUSE/SHACKS.

SECOND PINK REVISIONS 5/11/09 50

CHRISTMAS * Nice thought. *

BARNEY studies her committed expression.

SECOND PINK REVISIONS 5/11/09 51

SANDRA’S mood darkens.

SANDRA does not understand.

BARNEY shakes his head.

SECOND PINK REVISIONS 5/11/09 52

SANDRA pulls over and CHRISTMAS steps out.

He moves off.

SECOND PINK REVISIONS 5/11/09 53

CHRISTMAS turns and angrily throws his hat then moves off.

68 OMITTED

BARNEY and SANDRA stand beside a BERM along the barely discernible dirt road.

BARNEY walks off the road and looks at the PALACE in the distance.

SANDRA is extremely uncomfortable.

SECOND PINK REVISIONS 5/11/09 54

Suddenly they’re alerted by the GROANING ENGINE of a large MILITARY TRUCK that quickly pulls into view. TEN ANGRY SOLDIERS wearing RED BERETS pile out.

The TEN SOLDIERS surround BARNEY and SANDRA, WEAPONS held waist high.

The SERGEANT LEADER steps uncomfortably close to SANDRA.

BARNEY reacts to this.

She violently shoves a SOLDIER.

Suddenly the LEADER grabs SANDRA by the throat!

SECOND PINK REVISIONS 5/11/09 55

A RIFLE BUTT is buried into BARNEY’S KIDNEY. The LEADER jams a PISTOL against BARNEY’S TEMPLE.

The LEADER goes to strike SANDRA with his PISTOL, but a KNIFE suddenly buries itself into his CHEST. CHRISTMAS steps from his concealment.

BARNEY snatches the REVOLVER from the DEAD LEADER.

SANDRA takes off as CHRISTMAS throws another KNIFE through the NECK of SOLDIER #2.

Dropping low, BARNEY blows a hole through SOLDIER #3 and #4.

BARNEY then wheels around hitting SOLDIER #5 directly under the chin then SOLDIER #6 under his chin.

Christmas nails soldier #7.

SANDRA is running for her life as SOLDIER #8 races after her.

Rushing forward, CHRISTMAS whips another KNIFE that buries itself into SOLDIER #9’s chest.

The throaty engine of the TRANSPORT TRUCK roars to life as CHRISTMAS races into view.

Without breaking stride CHRISTMAS tears into view and yanks the THROWING KNIFE out of DEAD SOLDIER #9’s body, then races through the foliage attempting to intercept the truck.

70 MILITARY TRUCK

The truck’s frantic DRIVER yells into a WALKIE TALKIE as SOLDIER #8 attempts to shove Sandra onto the TRUCK, when a KNIFE buries itself into his back.

The DRIVER is still yelling into his WALKIE TALKIE when THREE SHOTS coming from behind CHRISTMAS blows the DRIVER #10 face first into the WINDSHIELD - The SHOOTER is BARNEY.

SECOND PINK REVISIONS 5/11/09 56

A bearded LIEUTENANT monitors the truck driver’s panicked transmission on his WALKIE-TALKIE, then the shots. Around him are SIX SOLDIERS.

PAINE drives, MONROE is riding shotgun, in a foul mood. When his phone rings.

BARNEY drives the small TRUCK at breakneck speed down the treacherous road.

SANDRA says nothing.

PAINE and MONROE speed toward the village.

SECOND PINK REVISIONS 5/11/09 57

The TRUCK speeds towards the SEAPLANE MOORING.

As they approach, the island’s CUSTOMS SHACK comes into view.

BARNEY skids the TRUCK nearly into a TREE and cuts the engine.

Pointing to the customs shack. CHRISTMAS grabs a startled SANDRA’S hand.

As Barney sprints toward the plane, Christmas anxiously checks the sweeping SECONDS HAND of his watch.

SECOND PINK REVISIONS 5/11/09 58

78 STREET

In a JEEP a contingent of Garza’s troops barrel wildly down the narrow street nearly slamming into the many poor VENDORS and PEDESTRIANS, who leap from the thundering vehicle’s path. One of the soldiers is yelling into a hand held RADIO as the jeep’s HORN blares at an oncoming TRUCK that veers violently onto the sidewalk, and crashes into a STOREFRONT.

Monroe and PAINE and the other men race their JEEP at breakneck speed through the city.

CHRISTMAS jumps onto the PONTOON and whips open the huge planes’ SIDE DOOR. He turns to find Sandra standing still on the dock.

SANDRA balks. CHRISTMAS heaves the MOORING LINES free.

Hesitantly, SANDRA takes a step forward grabbing his hand hand, then suddenly she stops.

She starts to pull away.

SANDRA tears her hand from his. Having no choice, CHRISTMAS leaps inside.

SECOND PINK REVISIONS 5/11/09 59

Garza’s men continue to dangerously wheel their vehicle wildly through the narrow streets. The PORT now comes into view.

One of the men snatches up the HAND MIC of the Jeep’s CB RADIO.

The TWO SOLDIERS, who had been playing cards, are momentarily startled as the Seaplane’s ENGINES roar to life. They don’t hear BARNEY entering through the REAR DOOR.

The sound of the huge ENGINES and thundering PROPS resound throughout the port area.

The startled SOLDIERS leap to their feet.

In that split second, BARNEY smashes the first SOLDIER with a CHAIR as the SECOND SOLDIER is knocked unconscious by a .45 PISTOL that BARNEY pulls from the small of his back. The CUSTOMS OFFICIAL attempts to flee, but BARNEY fires a SHOT into the back of his leg, dropping the man instantly.

Wiping the sweat from his eyes, CHRISTMAS anxiously looks for BARNEY.

As the rumbling SEAPLANE powers along the SHORT DOCK, it’s whirling PROPS kick up a MASSIVE wall of SPRAY.

87 BARNEY

bursts out of the SHACK, dashes along to the PIER and leaps through the blinding spray landing on the plane’s HUGE PONTOONS at the last possible second.

SECOND PINK REVISIONS 5/11/09 60

Seeing this, CHRISTMAS jams the throttles and the unbridled horsepower violently shakes the plane’s entire structure. Struggling against the hurricane force of the PROP WASH, BARNEY manages to pull himself inside.

89 SANDRA

who is partially hidden behind the corner of a nearby structure, observes this then rushes toward her TRUCK.

Completely drenched, Christmas swings into the copilot’s seat.

Glancing out of the side COCKPIT WINDOW, BARNEY sees the JEEP TRANSPORT with Garza’s soldiers roar into view.

CHRISTMAS jams the throttle to max power and the ENGINES ROAR like unchained beasts.

91 SANDRA

reaches her truck just as the SOLDIERS’ JEEP rolls past.

92 JEEP

Skidding to a stop the SOLDIERS pile out and fire wildly.

SECOND PINK REVISIONS 5/11/09 61

BARNEY and CHRISTMAS are at the controls.

Still at the controls, Barney manages a glimpse of SANDRA speeding away.

Monroe and his men speed towards the soldiers and slide to a shuttering stop. Monroe leaps out then viciously rips a SOLDIER’S RIFLE out of the startled man’s hands, and begins FIRING at the rising PLANE.

94A MONROE

Out of AMMO and enraged, he snatches another SOLDIER’S RIFLE and FIRES until the CLIP is empty.

Just when it appears they’re out of harm’s way, Monroe’s bullets rip through the rear of the plane’s fuselage.

MORE BULLETS tear into the plane as BARNEY suddenly SNAPS the STEERING WHEEL hard. The old SEA PLANE tilts drastically on it’s side.

CHRISTMAS * What the hell you doin’? *

CHRISTMAS * Why? *

BARNEY * ‘Cause they ‘deserve’ it. *

CHRISTMAS gets out of his seat.

SECOND PINK REVISIONS 5/11/09 62

CHRISTMAS opens a HATCH under the console leading to the NOSE of the AIRCRAFT.

The MASSIVE SEAPLANE suddenly bursts into view over the towering cliffs.

99A CHRISTMAS

Enters the HATCH. A hundred and twenty mile an hour wind pours in. He flips open a PAIR of GUN PORTS and jacks back the bolts on a pair of AIRCRAFT MACHINE GUNS. His head rises into view and seen through the windshield, gives BARNEY the thumbs up.

The sound of THUNDERING ENGINES startles the SOLDIERS and Monroe and his men, who were in the process of departing.

Through the COCKPIT WINDSHIELD, BARNEY sees the SOLDIERS are frozen in confusion. BARNEY gives CHRISTMAS the thumbs up and goes into a steep dive.

CHRISTMAS appears to be riding the most lethal roller coaster ever created as he prepares to open fire with powerful MACHINE GUNS.

The stunned SOLDIERS begin to fire at the SEAPLANE when CHRISTMAS cuts loose with a rain of hellfire that literally shreds everything in it’s path. Huge shreds of concrete are blasted from the pier and the JEEPS and TROOP TRUCK are torn to pieces.

MONROE and PAINE stare in horror as they realize death is near.

SECOND PINK REVISIONS 5/11/09 63

BARNEY and CHRISTMAS observe the destruction below and still two hundred yards away, BARNEY looks at CHRISTMAS, who gives him a thumbs up through the windshield. BARNEY returns the gesture. BARNEY then turns the HANDLE on the floor beside his seat.

Having reached it’s maximum speed, the SHUTTERING plane swoops towards the damaged dock. A shower of GAS begins to pour from the WING PODS.

103 OMITTED

CHRISTMAS removes a FLARE PISTOL attached to the hatch wall.

105 OMITTED

The fleeing SOLDIERS freeze when they see a thick whirling YELLOW CLOUD of mist about to descend on them.

Only twenty feet above the dock, CHRISTMAS leans from the HATCH and fires the FLARE GUN at the drenched dock.

The RED HOT FLARE collides against the OLD CONCRETE STRUCTURE and a mammoth curling FIREBALL erupts with colossal force.

109 SOLDIERS

who have remained on the PIER now leap into the water as the curling wave of destruction envelops everything in it’s path. The curling FLAMES sweep over the JEEPS, blowing them sky high. The burning wreckage crashes into the water, nearly crushing SEVERAL SOLDIERS.

SECOND PINK REVISIONS 5/11/09 64

The PLANE is barely avoiding a catastrophe as the swirling GAS WAVE threatens to reach up to the plane itself.

Still leaning from the plane’s NOSE HATCH, CHRISTMAS’ eyes show mounting pain as the FLAMES are curling up to the WINGS and GAS PODS.

Christmas turns and through the windshield, BARNEY sees him urgently gesturing to ‘CUT THE GAS,’ and ‘BANK RIGHT.’

BARNEY instantly snaps the GAS VALVE shut and, with all his strength, twists the WHEEL to the right.

The TIDAL GAS WAVE ceases inches from the PLANE, which now ARCS gracefully out to sea.

With the dock engulfed in FLAMES, Monroe and his men, along with traumatized SOLDIERS, swim wearily to shore.

GARZA, in a special MERCEDES followed by a TROOP TRUCK filled with RED BERETS, stares in stunned silence at the SCORCHED DOCK. Rage wells in GARZA’S eyes as he searches for MONROE.

CHRISTMAS returns to the COCKPIT.

BARNEY barely nods and stares stoically straight ahead.

SECOND PINK REVISIONS 5/11/09 65

BARNEY * (low) Yeah - Good job.

The DRONING ENGINES now slowly fade into a TRANQUIL HUM as the AIRCRAFT glides gracefully into the SUNSET.

CLOSE ON

A skip frame piece of security camera film of Barney and Christmas exiting Vilena customs.

PULL BACK TO

In the shadowy office, with only the light of the computer screen and the images of Barney and Christmas playing over and over, Monroe is barely able to contain his rage. The AMERICAN OPERATIVES are present plus TWO NEW RECRUITS that stand in the shadows.

116A-B OMITTED

PAINE faces MONROE. GARZA paces in the background.

SECOND PINK REVISIONS 5/11/09 66

GARZA storms out followed by THREE RED BERETS.

VOICE I know ‘em. *

MONROE turns to the shadows in the back of the room. Where GUNNAR steps into the light.

GUNNAR remains silent. MONROE stares unwaveringly into his eyes.

GUNNAR remains silent. *

GUNNAR locks eyes with MONROE, registering nothing. MONROE tempers his emotions and glances at PAINE, who steps forward.

PAINE and GUNNAR move several yards away. PAINE turns and faces GUNNAR, but can still see MONROE clearly in the background.

SECOND PINK REVISIONS 5/11/09 67

GUNNAR lowers his eyes to the ground pondering the statement as PAINE nods to MONROE, ‘We got him.’

CLOSE ON

the COMPUTER SCREEN are a HALF DOZEN assorted PICTURES of MONROE and his MEN moving through town, which were taken by CHRISTMAS’ hidden VIDEO CAMERA.

Barney, Christmas, Hale Caesar, and Toll Road watch Yang expertly manipulate fast moving images on all four of his computer screens simultaneously. He points from screen to screen.

The screens light with matching pictures of Monroe.

SECOND PINK REVISIONS 5/11/09 68

Pictures of PAINE, and the TWO OTHER OPERATIVES come up.

CHRISTMAS sees an IMAGE of one of the other OPERATIVES (Gary Daniels.)

More pictures come flashing on the screens.

Yang hits a key. One screen freezes. A group picture, with Monroe standing next to a man we recognize as...

He hits some keys...

TOLL ROAD * Christ, we’re working for the * agency. *

He points to the MAP on one of the screens showing VILENA.

He angrily slaps the table.

SECOND PINK REVISIONS 5/11/09 69

CHRISTMAS faces BARNEY. BARNEY is becoming more distant.

TOLL ROAD * Then we’re taken out. *

YANG * We vote? *

BARNEY heads for the door.

SECOND PINK REVISIONS 5/11/09 70

A HALF DOZEN SOLDIERS holding powerful HALOGEN FLASHLIGHTS tear through the house.

As the SOLDIERS pour out of the dwelling, we see that SANDRA’S NEIGHBORS have been pulled from their homes and are being brutally interrogated by Paine and his men. MONROE and GARZA look on.

GARZA steps forward and stands in front of PAINE and slaps the PEASANT hard. It is more of a show for MONROE’S benefit.

In a WOODED AREA down a slight BERM, a PAIR of SOLDIERS come across SANDRA’S TRUCK, which has been covered in BRANCHES and PALMS.

The TEN WHEEL TROOP TRUCK pulls SANDRA’S TRUCK into clear view as the SQUAD LEADER speaks into the ARMY TRUCK’S CB MICROPHONE.

CHRISTMAS pulls up to the CURB. He emotionally eyes LACY’S house.

CHRISTMAS knocks on her door.

No answer.

SECOND PINK REVISIONS 5/11/09 71

She opens the door. Her head held low.

CHRISTMAS sense something’s wrong. He gently lifts her chin. His expression darkens when he sees her teary eyes and bruised face.

The well-lit court is presently occupied by ‘Lacy’s boyfriend’ PAUL, playing three on three with five other big strong men.

Christmas roars up on his motorcycle and LACY gets off the back.

CHRISTMAS drives the BIKE onto the COURT and very slowly drives in a wide circle around the whole dumbfounded team.

PLAYER #1 What the hell’s that?

CHRISTMAS continues to circle the MEN.

SECOND PINK REVISIONS 5/11/09 72

The TEAM eyes PAUL, who is beginning to tense up.

PLAYER #2 Watch it. Maybe he’s carryin’ something.

About thirty feet away, CHRISTMAS parks the BIKE and dismounts.

PAUL * That’s not your business. *

CHRISTMAS * Sure it is - I kinda loved it the * way it was.

Without a nanosecond of hesitation, CHRISTMAS charges up to PAUL and starts pounding on him. Instantly he is jumped by the TEAMMATES. Now it’s really on. CHRISTMAS switches into full destruct mode and in the matter of a few heartbeats, SIX MEN lay agonizing on the court.

SECOND PINK REVISIONS 5/11/09 73

PAUL gets up, faces CHRISTMAS. CHRISTMAS leaps up in the air, executes a perfect reverse spinning wheel kick, which connects with Paul’s jaw.

He comes down, places the ball on the prostrated Paul’s chest.

And with that he whips out one of his BLADES, buries it in the ball. The ball flattens.

153D LACY

Passes nervously along the fence as CHRISTMAS pulls up on his MOTORCYCLE.

CHRISTMAS * Let’s go. *

He hands over a SMALL HELMUT and she almost timidly gets on.

He roars off into the night.

The door slides open. Barney flips on a light. Suspended from the ceiling by chain pulleys is a plane engine. Barney begins to lower it.

TEN SOLDIERS have assaulted a FARMER who lies beaten to the ground. Begging for mercy, PAINE has the FARMER’S WIFE by the throat. The GENERAL stands nearby wanting to impose his will.

PAINE puts his GUN to the woman’s head. GARZA blurts out.

SECOND PINK REVISIONS 5/11/09 74

The Farmer frantically points up the road.

PAINE lets her go and nods to a SOLDIER who heaves a Molotov cocktail at the FARMHOUSE. GARZA bristles that PAINE is giving his TROOPS orders. He storms off into his MERCEDES LIMO.

Various angles of BARNEY toiling away on the plane engine.

156B OMITTED

An ARMY TRUCK occupied with EIGHT SOLDIERS rumbles through the gates. Monroe, Paine and his men wait. The truck grinds to halt. The rear of the truck opens and a terrified Sandra is tossed out. Paine grabs her by the hair.

MONROE comes forward...GARZA watches from his BALCONY. His hatred for MONROE is mounting.

Just then a BOTTLE OF WHISKEY smashes to the ground near PAINE. Stunned, they glance up at GARZA, who glares at them and his daughter.

SECOND PINK REVISIONS 5/11/09 75

GARZA looks at her with dead eyes and backs from view.

Without warning PAINE hauls off and back slaps SANDRA so hard across the face, her knees buckle. She then springs off the ground and attacks PAINE, digging her nails into his unprotected face. PAINE heaves her to the ground.

He drags her off by the hair, into Garza’s Palace. As the doors slam shut...

BARNEY cannot concentrate any longer, setting down a WRENCH, he starts to travel through the machinery until he reaches a SLIDING DOOR, and entering continues towards a FAINT LIGHT. He hears the faint sounds of music. Stepping forward, he comes upon TOOL, who is painting on the front of a GUITAR. TOOL sees him in the reflection of a MIRROR.

BARNEY steps forward into the faint light.

SECOND PINK REVISIONS 5/11/09 76

BARNEY takes it all in then drifts away.

157B OMITTED

SECOND PINK REVISIONS 5/11/09 77

We see BARNEY’S BLACK TRUCK pull up.

BARNEY enters to the others.

The doors at the far end open, BARNEY enters, just starts in as he approaches everyone.

The MEN just stare at him.

SECOND PINK REVISIONS 5/11/09 78

The MEN are dumbfounded as BARNEY starts out. CHRISTMAS rushes up to him and grabs his shoulder.

BARNEY exits.

SANDRA, fighting it all the way, is dragged down the hallway by PAINE until they come to a cell door. PAINE kicks the cell door open to reveal...

TWO OPERATIVES standing beside a long WOOD TABLE.

SANDRA knows what is about to happen, real terror fills her face. She struggles to get away. PAINE drags her into the room, slams the door.

BARNEY enters the cab and fires it up. Suddenly the PASSENGER door swings open and YANG jumps in.

BARNEY throws the TRUCK into gear.

A high angle shot of BARNEY’S TRUCK driving along the fringes of the city.

SECOND PINK REVISIONS 5/11/09 79

BARNEY sits with YANG.

As BARNEY’S TRUCK passes through an intersection, we see GUNNAR’S late model BRONCO swing into view.

We see GUNNAR’S VEHICLE closing in.

BARNEY and YANG approach an intersection. A nondescript SEDAN casually drifts in front of BARNEY and pauses as the light turns RED.

SECOND PINK REVISIONS 5/11/09 80

As they wait for the light to change, GUNNAR slowly cruises up to within 15 feet.

GUNNAR reaches for a large AUTOMATIC PISTOL that rests on the passenger seat. *

YANG * Just think it over. *

170 TRACTOR TRAILER TRUCK

Pulls into the intersection and blocks BARNEY’S TRUCK.

170A BARNEY AND YANG

instantly realize they are boxed in. The NONDESCRIPT SEDAN is part of the set up.

SECOND PINK REVISIONS 5/11/09 81

171 SUV #1

A KILLER rolls down the REAR WINDOW and opens fire when BARNEY cranks the wheel of his TRUCK and slams BROADSIDE into SUV #1. The KILLER’S BULLETS are impaled in the passenger side and driver’s side BULLET PROOF WINDOWS.

172 BARNEY

jams his truck into reverse and wheels around into a 180 degree turn. With tires SMOKING like a bat out of hell, BARNEY floors the machine and the chase is on.

172A The SIDE WINDOW of SUV #2 rolls down and an AUTOMATIC RIFLE is fired, splintering the passenger’s side window even more.

172B BARNEY and YANG whip around and see SUV #2 and GUNNAR’S BRONCO charging after them.

172C Gunnar whips his BRONCO around traffic, closing in on BARNEY.

172C BARNEY swings his truck beneath an UNDERPASS - They crash through barriers, as BULLETS bounce off of CEMENT PILLARS.

173 After a half dozen near misses, BARNEY and GUNNAR and the other KILLERS then exit the UNDERPASS.

173A BARNEY tears into oncoming traffic. They all weave through a DOZEN oncoming cars.

174 The trailing NONDESCRIPT SEDAN is set up and t-boned into a LARGE DUMP TRUCK. Then YANG removes a MACHINE PISTOL from behind the seat and kicks out the near shredded passenger side window and fires at GUNNAR as BARNEY whips the TRUCK into 180 degree turn. BARNEY straightens out the TRUCK and the chase continues.

175 In the near distance he spots an industrial area. Smoke rises from TONS of smoldering refuse being burned. BARNEY races towards a massive dilapidated FACTORY.

175A BARNEY plows the TRUCK through one of the factory’s old large WINDOWS. GUNNAR follows. GLASS SPLINTERS everywhere. BARNEY speeds ahead and whips into 180 degree turn and races toward GUNNAR.

176 BRONCO

GUNNAR floors the BRONCO and charges head on into BARNEY’S path. It looks as if BARNEY is the ‘chicken’ as he swerves aside.

SECOND PINK REVISIONS 5/11/09 82

177 STEEL STRUCTURE

BARNEY’S succeeded luring GUNNAR into the trap by clipping the STEEL SUPPORT BEAM, allowing machinery to crash down in front of GUNNAR, but BARNEY is knocked into semi- consciousness.

GUNNAR’S eyes widen in horror as his BRONCO catapults several feet into the air and lands upside down.

182 BRONCO

The badly damaged vehicle lays on it’s side, STEAM pouring from under the hood.

182A BARNEY’S TRUCK

As YANG leans over to BARNEY to pull him upright, GUNSHOTS rip through the silence and BULLETS tear into the TRUCK’S SIDE.

182B GUNNAR

YANG leaves BARNEY and rolls from the TRUCK. BLOODY and badly shaken up, he puts his pain aside and moves forward. *

Suddenly the high caliber PISTOL is KICKED from GUNNAR’S hand by YANG.

YANG commences to ferociously attack GUNNAR. GUNNAR is dazed and staggers against a clump of TREES. YANG goes in for the kill, but GUNNAR rises and strikes YANG with an arching back fist delivered by his MASSIVE ARM. Now it’s GUNNAR’S turn to attack.

GUNNAR

kicks YANG with such brute force, YANG is sent flying, and collides in a semi-conscious state. GUNNAR charges after him.

YANG attacks GUNNAR who again dominates with his incredible strength and grabs YANG by the throat in a similar fashion as the first scene.

BARNEY is coming to and reaches under the dash and touches a LATCH and a .45 CALIBER PISTOL drops into view.

YANG cracks GUNNAR across his EYES which frees him up. YANG then zeroes in on his stunned opponent and proceeds to rally back.

SECOND PINK REVISIONS 5/11/09 83

Badly weakened by the barrage, GUNNAR’S knees are repeatedly assaulted, but though he tries to ignore the pain, his legs are finally weakened by a ferocious kick that shatters his right knee. YANG, exhausted and bloody studies the man for a moment then moves off. GUNNAR’S hand finds his PISTOL close by and raises the PISTOL.

BARNEY fires and GUNNAR collapses to the ground. YANG stares at his foe.

YANG moves off and passes BARNEY in silence. BARNEY goes to GUNNAR and kneels beside the mortally wounded man.

GUNNAR’S breathing becomes increasingly labored.

GUNNAR’S eyes slowly shut. He’s moments from death.

GUNNAR * Promise you’ll bury me right. *

BARNEY * Yeah. *

GUNNAR’S eyes slightly open and his BLOODY HAND weakly rises and cups BARNEY’S neck and almost gently pulls him forward until his mouth is next to his ear.

SECOND PINK REVISIONS 5/11/09 84

183 YANG

Leaning against the DAMAGED SUV watching the final moment between BARNEY and GUNNAR play out.

SANDRA is pinned to a low WOODEN TABLE by PAINE and another AMERICAN OPERATIVE. SANDRA’S FACE is covered with a RAG as the THIRD OPERATIVE pours water from a DENTED PITCHER down SANDRA’S throat. She gags and struggles like she’s being drowned, which she is. Suddenly, GARZA’S THREE SPECIAL RED BERETS charge into the room and violently shove one OPERATIVE aside while the OTHER smashes the WATER PITCHER to the floor. PAINE attempts to draw his PISTOL, but is facing down one of the other RED BERETS’ AUTOMATIC RIFLE.

The GUARDS guide her semi-conscious body forward. She eyes her father, who can’t match her gaze.

GARZA exits.

BARNEY’S TRUCK approaches the dilapidated structure. The nose of the OLD SEAPLANE extends beyond the opening of the HANGER.

SECOND PINK REVISIONS 5/11/09 85

The plane’s DOOR swings open and stepping inside, BARNEY sees a sight that stops him cold. TOLL ROAD, HALE CAESAR and CHRISTMAS are waiting inside. YANG drifts in behind BARNEY.

BARNEY is truly touched. *

The PLANE’S REAR ROARING ENGINES reverberate through the nighttime sky.

BARNEY is seated in the COCKPIT. He is presently on the PHONE. In the rear of the fuselage are CHRISTMAS, YANG, TOLL ROAD and HALE CAESAR under an ADJUSTABLE LIGHT. They are seen checking their WEAPONS.

CHURCH is seated in the rear. TWO other CIA types are in the FRONT SEAT.

SECOND PINK REVISIONS 5/11/09 86

BARNEY is seated in the COCKPIT. CHRISTMAS drifts up and enters the CO-PILOT SEAT.

In the moonlight the commanding SEAPLANE glides gracefully above the open sea.

In the rear compartment, TOLL ROAD and HALE CAESAR sit among the CARGO.

HALE CAESAR has his AA-12 AUTOMATIC SHOTGUN leaned against the wall as he loads the weapon’s AMMO DRUM.

HALE CAESAR pulls out what appears to be a MINIATURE WARHEAD that fits into a SHOTGUN SHELL, which he pridefully displays.

SECOND PINK REVISIONS 5/11/09 87

BARNEY and CHRISTMAS are in the COCKPIT, YANG sits behind them.

YANG * I would’ve won. *

CHRISTMAS pulls out a BOTTLE OF WHISKEY and takes a slug. He passes it to BARNEY who does likewise. This is a standard chanting ritual before going to battle. He passes it to YANG who drinks. HALE CAESAR begins.

They all chime in.

GARZA flips through a stack of PAINTINGS of himself, each one more disturbing. His body blocks the final one from view.

SECOND PINK REVISIONS 5/11/09 88

As he steps away, we see the most disturbing painting yet, which has GARZA appearing with blackened features and a violent slash of YELLOW across his face.

202 THERMAL IMAGING POV:

Several hundred yards off shore the island comes into view. Several SOLDIERS’ ‘heat signatures’ are seen via the THERMAL IMAGING SCREEN patrolling around the pier area.

206 OMITTED

207 OMITTED

MONROE, PAINE and TWO other EX-AMERICAN OPERATIVES step outside. They behold a HUNDRED AND FIFTY SOLDIERS spread out before them.

Standing beneath GARZA’S quarters are THIRTY FIVE RED BERETS with their faces painted in a fearsome design. They are in a SEMI-CIRCLE.

MONROE and PAINE eye one another, as they try to mentally compute the surreal and unnerving sight.

GENERAL GARZA’S outline standing on the balcony. Cigar smoke drifts like a ghost in the dead night air.

CLOSE UP of HEAVY WIRE CUTTERS clipping a section of the SECURITY FENCE.

211B OMITTED

We see FOUR DARK FIGURES dash among the shadow. In the foreground, SOLDIERS are seen milling around the COURTYARD.

SECOND PINK REVISIONS 5/11/09 89

Sipping whiskey, GENERAL GARZA sits behind his desk. He idly touches the BARREL of a MINIATURE CANNON that is a DESK ORNAMENT, as MONROE, PAINE and OPERATIVE #2 and #3 enter. His room is only lit by EXTENSIVE CANDLE LIGHT. Some of the CANDLES are immense, OVER SIX FEET TALL.

THREE RED BERETS block the exit, they’re ready to fight. MONROE glares at GARZA, who stares blankly into his eyes.

A RED BERET GUARD carrying an AUTOMATIC WEAPON is patrolling beside the palace.

A BLUR passes in front of the SOLDIER’S face as YANG kicks him in the jaw. The man collapses in an inglorious heap.

SECOND PINK REVISIONS 5/11/09 90

Immediately BARNEY and TOLL ROAD drag him away to a dark corner against the palace wall as CHRISTMAS and HALE CAESAR alertly scan the area. Just off to the side is FAINT LIGHT emanating from a GRATE.

The majority of the regular SOLDIERS are in their makeshift TENT BARRACKS located in the FRONT COURTYARD. The painted face RED BERETS still stand guard over the PALACE ENTRANCE.

A pair of GUARDS are stationed at the end of a long corridor. TOLL ROAD comes into view. His SILHOUETTE is seen dashing across the hallway past the slumping guards...He places another RADIO ACTIVATED CHARGE against a SUPPORT COLUMN, then gracefully disappears.

216 BASEMENT TUNNELS

BARNEY exits a staircase and moves down the dim corridor. Flipping on a MINI LIGHT attached to his assault RIFLE, he eyes the cross section of a bearing wall overhead.

217 GENERAL GARZA’S CHAMBER

With his eyes fixated on the CANVAS, GARZA stares dully straight ahead as MONROE is seated behind GARZA’S desk. As MONROE eyes the PHOTOS of SANDRA, his mind races.

219 CHRISTMAS

On the second floor, he places an EXPLOSIVE in another strategic locale.

220 HALE CAESAR

A pair of GUARDS move down the dim hallway on the third floor.

SECOND PINK REVISIONS 5/11/09 91

A FOOT flies out of the doorway knocking one guard cold. HALE CAESAR sweeps the second GUARD off his feet and puts him to sleep with an elbow to the forehead. He places an EXPLOSIVE and splits.

With the GUARDS idly pacing overhead, YANG plants a rigged charge against a POST, then moves on to the next post.

221 BARNEY

Moving along the basement tunnels, BARNEY moves further down the corridor. By the glow of his MINI-FLASHLIGHT, he finds another SUPPORT BEAM overhead. His attention is drawn to tightly wrapped WHITE BRICKS. Drawing a knife, he cuts one open and PURE COCAINE pours out.

222 HALL GUARD (HALE CAESAR)

A SOLDIER minds his post. His eyes become alert when he hears movement off to his side. Turning his head in that direction, he peers into the dimly lit distance. Nothing there. Slowly turning his head back, we see HALE CAESAR’S bone chilling presence behind the GUARD. In a flash a python-like FOREARM whips around his throat and they wipe from frame.

222A YANG

plants another charge against the SECURITY FENCE. He reaches in and opens the release TAPS to large GASOLINE STORAGE CONTAINERS. The FLUID begins to flow along the fence.

223 TOLL ROAD

A SOLDIER passes an alcove. TOLL ROAD leaps from view and in a highly original maneuver, breaks him in half.

224 CHRISTMAS

slips down the hallway, approaching GENERAL GARZA’S Chambers as he takes out a SENTRY.

CHRISTMAS drags the body into an ADJOINING ROOM as the LARGE MAN passes. Without hesitation, he places a CHARGE at the base of the wall.

SECOND PINK REVISIONS 5/11/09 92

225A YANG

plants a CHARGE near the ENTRY GATES.

226 BARNEY

plants a charge against another portion of the palace’s FOUNDATION. Again he sees more massive packaged STACKS of COCAINE. Checking his WATCH, he bolts off with a heightened sense of purpose.

228 HALE CAESAR

is placing a CHARGE just as a GUARD holding a FLASHLIGHT opens the door.

Without so much as a second of hesitation, HALE CAESAR steps out of the darkness and skull butts the GUARD. He crumbles.

228A TOLL ROAD

Climbs onto the PALACE ROOF. It is an eerie sight. Up ahead are TWO SOLDIERS.

228B CHRISTMAS

Climbs onto the PALACE ROOF. From his vantage point he can see TOLL ROAD. He gestures to move ahead.

228C ROOF GUARDS

Are at opposite ends of the wide roof. One turns and is slammed squarely in the center of his face with a STUDDED MUAY THAI knee kick. CHRISTMAS at nearly the same instant renders his man unconscious. He stares over the edge at the SOLDIERS mulling around in the COURTYARD, then places his CHARGE. Likewise TOLL ROAD.

229 BARNEY

glides down the dark stone corridor. He pauses. In the distance, he sees the glow of a CIGARETTE belonging to one of the TWO GUARDS standing in front of SANDRA’S dank cell. They passe from view mumbling in Spanish.

SECOND PINK REVISIONS 5/11/09 93

229A SANDRA’S CELL

The GUARDS enter. The LARGER GUARD’S CIGARETTE is glowing in the dim light. They stare down at SANDRA, who is bound to a CHAIR and BLINDFOLDED.

The GENERAL’S eyes are clouded over. PAINE and the TWO OPERATIVES just stare at the unpredictable dictator. He makes the final stroke.

GARZA stares at MONROE with a long unnerving pause.

We see the PAINTING as GARZA’S eyes bore into the CANVAS. It is a painting of his daughter rushing past a burning landscape.

SECOND PINK REVISIONS 5/11/09 94

The RED BERETS step forward, holding their WEAPONS at the ‘ready.’ In the DIM CANDLELIGHT, they present a terrifying vision.

PAINE looks to MONROE, who’s thoroughly exasperated.

231 OMITTED

232 CELL GUARDS

One of the sleazy CELL GUARDS touches SANDRA’S hair, sampling the texture. Blindfolded, she recoils and curses.

SECOND PINK REVISIONS 5/11/09 95

The OTHER ONE touches her neck then her breasts. She curses and spits in rage. The GUARD enjoys this and kicks her CHAIR over.

The SECOND GUARD draws hard on a CIGARETTE until the ember glows firey RED.

As the GUARD goes to burn SANDRA, we see a bright STEEL BLADE slash through the darkness and the hand holding the red hot CIGARETTE is severed. Still blindfolded, SANDRA’S body convulses when she hears the man’s anguished scream. BARNEY then plunges the huge dagger’s blade into the other SOLDIER’S chest, then silences the first SOLDIER’S SCREAMS with a neck thrust. Their heavy bodies collapse beside SANDRA, who’s screaming hysterically. BARNEY covers her mouth as he whips off her BLINDFOLD.

BARNEY helps her stand.

After placing his final CHARGE, YANG checks his WATCH and quickly moves off.

SECOND PINK REVISIONS 5/11/09 96

232B OMITTED

232C OMITTED

236 PALACE TUNNELS

BARNEY and SANDRA move down a large tunnel, which is dully lit by several LOW WATT hanging bulbs.

PAINE suddenly explodes from his concealment and slams BARNEY with a forearm across the face. SANDRA screams, BARNEY crumbles. PAINE drops a knee to BARNEY’S midsection. The other TWO OPERATIVES and a huge RED BERET SOLDIER step into view.

OPERATIVE #2 grabs BARNEY in a lethal choke hold, yanking him upright. OPERATIVE #1 strips BARNEY of his WEAPONS including the LONG DAGGER KNIFE, PAINE strikes BARNEY. *

OPERATIVE #1 (gesturing towards Barney * weapons) * I’m claimin’ these weapons when * we’re done. *

With blood boiling, PAINE grabs SANDRA by the throat and tosses her to the RED BERET.

237 RENDEZVOUS POINT (OUTSIDE THE PALACE)

TOLL ROAD, HALE CAESAR, YANG and CHRISTMAS have dropped to one knee. Their anxiety mounting.

SECOND PINK REVISIONS 5/11/09 97

The MEN bolt off.

238 PAINE

glares into BARNEY’S defiant eyes.

PAINE throws an elbow shot that lands with colossal force on BARNEY’S chest. BARNEY sags.

OPERATIVE #1 That’ll leave a mark.

PAINE slams him again. As BARNEY buckles, PAINE motions to OPERATIVE #1. The BRITISH OPERATIVE steps around PAINE.

OPERATIVE #1 Glad you came back. *

OPERATIVE #1 unleashes an incredible barrage of kicks that have BARNEY barely grasping onto consciousness.

OPERATIVE #1 You know without the Kevlar vest, * you’re insides are gone.

OPERATIVE #1 releases the VELCRO holding on BARNEY’S PROTECTIVE VEST.

SECOND PINK REVISIONS 5/11/09 98

OPERATIVE #1 He wanted you to be conscious.

Enraged, PAINE draws back for the killshot, just as YANG drops through the overhead GRATE and brutally sidekicks PAINE to the mid-section. He then kicks the American Operative releasing BARNEY as YANG attacks Operative #1.

CHRISTMAS drops down next, slamming a potent ELBOW into OPERATIVE #3’s JAW. TOLL ROAD comes charging out of the darkness and tears into the RED BERET SOLDIERS, who themselves are great fighters. PAINE moves out of the fray.

PAINE turns and is hit by BARNEY, which drives him back slightly and they end up in a dismal, barely lit room. PAINE uses his superior strength to dominate. BARNEY is slammed hard to the brick floor. He goes to pull his short barrelled PISTOL from behind his back. PAINE goes to stomp BARNEY, he rolls and hooks PAINE’S leg. They roll around punches at close quarters. BARNEY is on his feet and rains down a torrent of punches that has PAINE on his heels.

238A TUNNELS

Just as YANG, CHRISTMAS, and TOLL ROAD have subdued their opponents, a SQUAD of TEN BERETS come pouring into the tunnels and open fire, pinning our guys against the wall. Lethal CHUNKS of MORTAR and STONE are ripped from the damp walls.

238B PAINE

In a brutal choke hold, the escalated gunfire draws his attention. Sensing that the battle is getting out of hand, he moves off into the darkness. BARNEY gasps for air, then rises to one knee.

238C CHRISTMAS

is now tucked in a RECESS in the cement wall, firing his NINE MILLIMETER and takes a SLUG in the forearm.

SECOND PINK REVISIONS 5/11/09 99

Flushed with confidence, the SOLDIERS move boldly toward their pinned victims.

TOLL ROAD, CHRISTMAS and YANG attempt to return fire, but are being overwhelmed.

Suddenly a thunderous volley rattles every stone in the tunnel as the TEN RED BERETS are blown off their feet from behind. Through the haze we see HALE CAESAR and his smoking AA-12 SUPER SHOTGUN.

BARNEY steps out of the tunnel looking battered. He goes to retrieve his weapons.

238D OMITTED

238E OMITTED

238F OMITTED

238G TUNNELS

The EXPENDABLES are running through the long, dark CORRIDORS.

238H GARZA’S CHAMBERS

A GUARD enters with SANDRA. She locks eyes with her father, * who looks quite ashamed. *

A RED BERET drops a BAG of MONEY in front of MONROE. *

SECOND PINK REVISIONS 5/11/09 100

Enraged, GARZA raises a SWORD to kill MONROE. *

GARZA lowers the SWORD and goes to his daughter. They * exchange looks that reveal their emotional turmoil. *

The heavy OAK DOOR swings open onto the PALACE COURTYARD and the men pour out into the darkness.

Suddenly they are hit flush with FOUR intense SPOTLIGHTS. TWO straight ahead and TWO from above on the PALACE ROOF.

241A GARZA’S CHAMBERS

The glare from the powerful FLOOD LIGHT streams into the office. GARZA steps forward and stares out from the BALCONY. PAINE enters.

MONROE snatches up SANDRA.

SECOND PINK REVISIONS 5/11/09 101

The EXPENDABLES remain immobile as a hundred plus SOLDIERS step out from the darkness behind the huge spotlights. They catch a glimpse of the foreboding painted RED BERET.

242 PALACE BALCONY

GENERAL GARZA savors the visual of his enemies captured below.

MONROE steps into view, he grips the back of SANDRA’S NECK. BARNEY and CHRISTMAS see this.

243 BARNEY AND GROUP

scan the area looking for survival options. There are none.

244 GARZA’S BALCONY

SECOND PINK REVISIONS 5/11/09 102

Suddenly GARZA pitches forward from a BULLET in his back. He turns and is hit twice more. GARZA staggers backwards and falls over the railing. The GUARDS go to shoot back, but MONROE and PAINE blow them away in a flash.

The SOLDIERS remain frozen at the sight.

245A OMITTED

245B OMITTED

The RED BERET CONTINGENT now comes to their senses and all open fire on the EXPENDABLES, who are hopelessly pinned down.

249 BARNEY’S

fingers unfold. A REMOTE SWITCH is revealed in his palm. He flicks a secondary SWITCH and a TINY RED LIGHT appears.

EXTREME CLOSE-UP

Barney’s thumb is about to press the IGNITION BUTTON.

SECOND PINK REVISIONS 5/11/09 103

He then jumps out into the open and ROLLS under a TRUCK as bullets rain down on him.

The EXPENDABLES lay down ground cover. HALE CAESAR’S remarkable WEAPON has the enemy temporarily in retreat. TOLL ROAD takes a shot in the FOREARM.

249A BARNEY

In the distance, he sees SANDRA, MONROE and PAINE fleeing. As he prepares to blow the building, MACHINE GUN FIRE kicks up a wall of dirt and gravel that knocks the DETONATOR from his hand temporarily blinding him. A RED BERET has BARNEY in his sights.

249B CHRISTMAS

Seeing this, he jumps from his concealment, blowing the BERET away.

249C BARNEY

Claws his way to the DETONATOR and presses.

MONROE, SANDRA, PAINE are cleared of the building when the EXPLOSIONS nearly knock them off their feet.

251 PALACE EXPLOSIONS

The PALACE is being blown up in sections. Tons of MORTAR crumble straight down into smoking piles of RUBBLE.

252 PALACE ENTRY

Still dragging SANDRA, MONROE and PAINE move cautiously towards the HELICOPTER.

253 THE EXPENDABLES

rush to a better vantage point and commence to unleash all of their fire power on the ENEMY.

SECOND PINK REVISIONS 5/11/09 104

254 EXPLOSIONS

Behind the attacking ‘EXPENDABLES,’ we see the PALACE being literally dissected by surgical-like detonations. The powerful SEARCHLIGHTS that sit atop the ornate building buckle then pitch forward.

254A YANG

shoots out one of the LIGHTS and the TWO SOLDIERS beside it. The COURTYARD is nearly enveloped in darkness.

255 BARNEY

With his .45 CAL PISTOL he cuts down TWO SOLDIERS as he sprints for cover behind arches along the COURTYARD WALL. TWO OTHER SOLDIERS flank him, but are blasted away by YANG.

255A HELICOPTER

With BLADES whirling, MONROE makes his way toward the machine.

256 TOLL ROAD

aims high along the COURTYARD and picks off a PAIR of SOLDIERS, that are manning a MACHINE GUN. A GRANADE lands at his feet. With cat-like grace, he scoops it up and heaves it at the CHOPPER.

257 CHRISTMAS

Rolls beneath the TROOP TRUCK and fires at a GROUP of SOLDIERS who are using the vehicle for cover. FOUR TROOPS drop to the ground in agony. CHRISTMAS pulls the PIN on a GRENADE and rolls away from the TRUCK, which explodes sky high, landing on TWO fleeing SOLDIERS.

258 OMITTED

259 OMITTED

259A CHOPPER

The GRANADE blows the CHOPPER to pieces.

SECOND PINK REVISIONS 5/11/09 105

260 PALACE

The structure continues to implode as the lethal charges continue to erupt, sending tons of DEBRIS straight down into piles of RUBBLE.

261 MONROE

drags SANDRA behind a PILE of SMOLDERING DEBRIS that was once a MILITARY VEHICLE. His eyes search wildly for an escape route.

261A BARNEY

sees SANDRA being pulled away and fights his way in that direction.

262 HALE CAESAR

Starts rythmically blasting the MILITARY VEHICLES, which explode in a fiery ball.

263 YANG

throws a GRENADE at the GAS that flows along the FENCE. It erupts into a wall of hell as he rolls and takes out TWO RED BERETS with his AUTOMATIC RIFLE.

264 MONROE

SANDRA and PAINE recoil from the flames and the EXPLOSIONS continue from OPPOSITE ENDS of the doomed PALACE.

265 SECURITY FENCE

explodes in sections. SEVERAL SOLDIERS drop their WEAPONS and flee.

266 FIVE RED BERETS

are caught in a CROSSFIRE set up by HALE CAESAR and BARNEY, who continues to aggressively pursue SANDRA.

267 GUARD TOWER

C-4 CHARGES blow and the TOWERS crumble.

SECOND PINK REVISIONS 5/11/09 106

268 TOLL ROAD

TWO RED BERETS try to flee from the WALL OF FIRE. TOLL ROAD catches them flush, blasting them back into the inferno.

269 SANDRA, MONROE AND PAINE

remain huddled behind SMOLDERING DEBRIS.

270 HALE CAESAR

blasts TWO SOLDIERS, one of which crashes headlong into the FOUNTAIN, then blows up the FOUNTAIN with another blast.

271 RED BERET

catches a perfect angle of HALE CAESAR and shoots. TWO SLUGS bury themselves into the big man’s VEST, spilling him to the ground.

271A MONROE flees with SANDRA, trying to get one of the few remaining MILITARY VEHICLES.

272 TOLL ROAD

Out of AMMO, he lunges at a fleeing SOLDIER, smashing him to the ground.

273 CHRISTMAS

ducking behind a corner in the COURTYARD WALL, he spins around and catches TWO SOLDIERS by surprise and plugs them both with his .45.

274 GATES

A GROUP of beaten, terrified and cowardly SOLDIERS flee through the damaged GATES.

SECOND PINK REVISIONS 5/11/09 107

276 HALE CAESAR

Still down he targets the fuel dump and fires. The dump erupts into a hellacious fireball.

277 CHRISTMAS

THREE SOLDIERS are heading toward the GATE when he jumps out with a .45 in each hand.

277A YANG

Using his amazing kicking ability, coupled with the .45’s, in what seems no more than a split second, FOUR SOLDIERS are gone.

278 OMITTED

279 OMITTED

280 BARNEY

A GRENADE explodes nearby. Dropping to one knee, he sees MONROE, PAINE and SANDRA dashing to another location.

281 GARZA’S TOWER

The explosions have run their course, but the TOWER is damaged though still standing. SEVERAL SOLDIERS are pinning down CAESAR. His WOUND is hampering his ability to move quickly.

A SUPER WEAPON commences to blast away at the weakened structure. If it topples properly, it will bury the RED BERETS who have him pinned down.

283 PALACE

The explosive rounds are tearing the base of the building apart.

The PALACE TOWER is beginning to tilt when the AMMO runs out. The dug in SOLDIERS now zero in for the kill. TOLL ROAD dives into view as HALE CAESAR tosses the WEAPON to him and slams in a fresh drum of explosive AMMO.

SECOND PINK REVISIONS 5/11/09 108

TOLL ROAD blasts away and the PALACE TOWER collapses in a fury DEBRIS directly on top of the enemy SOLDIERS.

The battle is over. The LAST REMAINING SOLDIERS flee into the night, leaving the remains of the BURNING PALACE far behind.

MONROE frantically looks around for an escape route.

MONROE starts to move into the DARK AREA of the surrounding JUNGLE. Flames are at their backs.

292 BARNEY

is in hot pursuit.

293 PALACE WOODS

MONROE, SANDRA and PAINE are looking for an escape route.

They all freeze and turn towards BARNEY who stands twenty yards in front of them. Paine immediately shoots and Barney manages to find safety behind a tree.

294 CHRISTMAS

hears the shots and heads off in that direction.

PAINE fires several more times.

MONROE jams a GUN in SANDRA’S temple. *

SECOND PINK REVISIONS 5/11/09 109

BARNEY drops his WEAPON and steps out into the open. Without a moment’s hesitation, MONROE open fires, putting a BULLET into BARNEY’S LEFT SHOULDER crumbling him to the ground. SANDRA screams and tries to instinctively go to his aid, but is yanked back by PAINE.

BARNEY struggles up to one knee and manages to square off against his adversary.

BARNEY eyes SANDRA whose eyes glow with anticipation.

As MONROE jams his PISTOL against SANDRA’S HEAD, a HISSING SOUND is heard. Paine stiffens and wheeling around, shows a regular THROWING KNIFE buried in his back. PAINE fires wildly into the smoke and darkness as CHRISTMAS rushes forward and heaves GUNNAR’S MASSIVE BOWIE KNIFE, which buries itself up to the HILT in PAINE’S thick chest. As MONROE looks on in horror, Sandra swings her elbow into Monroe’s side, freeing herself as Barney draws his hidden six shooter from the small of his back, and empties it in Monroe’s chest. YANG, TOLL ROAD and HALE CAESAR wearily approach from behind...SANDRA approaches.

SECOND PINK REVISIONS 5/11/09 110

BARNEY looks at his MEN and nods.

SANDRA embraces him and the scene DISSOLVES to sunrise.

The SEAPLANE’S PROPS spin to life.

SANDRA stands with BARNEY at the top of the stairs.

BARNEY * Can’t say, but I promise you’ll * always be near me. *

BARNEY smiles and hugs her. She gently kisses his face and he prepares to move away.

He smiles and jogs towards the idling plane. SANDRA starts to turn, but is drawn back as the plane’s ENGINES roar to full power. She wipes a tear away as the PLANE glides towards a glorious sunrise that is ascending over the majestic horizon.

SECOND PINK REVISIONS 5/11/09 111

295 OMITTED

295A OMITTED

TOOL is completing tattooing the image of the drawing taken * from SANDRA’S TRUCK on the inside of BARNEY’S RIGHT ARM. Music is playing.

TOOL * Man, you’re stuck with her whether * you like it or not - You cruisin’ * that way again? *

BARNEY * Nah, I went there for the wrong * reason, left for the right ones - * And how can I live without you. *

TOOL * Sick, but nice. *

TOOL’S GIRLFRIEND, CHEYENNE sits on one of the CHOPPERS * strumming her newly painted GUITAR. HALE CAESAR is sitting in the incredible SHOW CAR, smoking a CIGAR while moving to the rhythm of the MUSIC rising from the car’s stereo.

CHRISTMAS and LACY are shooting POOL against TOLL ROAD and YANG, who are not very good. YANG shoots.

YANG strains to reach for a difficult shot causing both his feet to lift off the floor as he stretches across the POOL TABLE.

SECOND PINK REVISIONS 5/11/09 112

TOLL ROAD * You’re windin’ up his complex. *

CHRISTMAS * (to Yang) * Want me to get you a parachute? *

LACY * Please, just ignore him. *

YANG sinks the ball. *

The FRONT DOOR opens and GUNNAR enters. HALE CAESAR sees him first.

He goes towards him. CHRISTMAS, LACY, YANG and TOLL ROAD cease playing. GUNNAR almost appears shy as he stands near BARNEY and TOOL, who’s completed tattooing.

CHRISTMAS removes GUNNAR’S LARGE KNIFE from resting on a STOOL near the POOL TABLE and heads towards BARNEY and GUNNAR. TOLL ROAD, que still in hand, steps up. Only YANG hangs back and continues to shoot pool alone.

SECOND PINK REVISIONS 5/11/09 113

TOOL’S GIRLFRIEND drifts next to him.

CHRISTMAS steps over to GUNNAR. LACY’S at his side.

GUNNAR notices YANG at the POOL TABLE. GUNNAR heads towards him. TOOL gestures to CHRISTMAS then pulls out his knife.

SECOND PINK REVISIONS 5/11/09 114

TOOL * (opens his knife) * Fear’s a terrible thing. *

GUNNAR goes to YANG. *

GUNNAR * ...Hey, what can I say?

GUNNAR extends his HAND. YANG takes it. *

TOOL and CHRISTMAS square off. TOOL is still baiting CHRISTMAS. *

TOOL snaps forward and whips his knife with startling speed * and it buries itself near HITLER’S CHEEK. *

CHRISTMAS shrugs as the onlookers emit a variety of ‘oohs’ * and ‘ahs.’ *

SECOND PINK REVISIONS 5/11/09 115

CHRISTMAS turns his back away from the target and starts to * pace away ever so slowly.

CHRISTMAS opens the parlor’s door and steps onto the * sidewalk. *

CHRISTMAS * (still walking) * “Good with a KNIFE, very bad with a * WIFE, * But braggin’ he’ll beat me, wow, * Cool Tool has to be a world class * FOOL.” *

Now standing in the middle of the street, CHRISTMAS rapidly * whips around, and with incredible accuracy, whips his KNIFE * directly into the center of HITLER’S face. *

TOOL * (laughs) * Man, losing to a bad poet, that * does hurt. *

TOOL gives him a hug. *

The room explodes with a cheer. CHRISTMAS and BARNEY exchange * smiles of mutual admiration.

Suddenly a very loud hissing sound is heard and a massive * BOWIE KNIFE soars across the room, hitting HITLER in the chest with such force, it splits the target completely in half. Stunned, everyone turns and faces GUNNAR, who looks terribly embarrassed. *

SECOND PINK REVISIONS 5/11/09 116

At that moment, HALE CAESAR turns up the music and the festive mood kicks in as we dissolve out of TOOL’S and into the street where the camera soars high above TOOL’S building and beyond.

296 OMITTED

ALTERNATE ENDING may be: *

The EXPENDABLES leaving TOOL’S SOCIAL CLUB astride the * incredible looking CHOPPERS and fading into the hot night * air. *