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The Expendables 3 is as boneheaded and disposable as it sounds.

Despite its star wattage, it might be the most dismal movie of the year ( * out of four; rated PG-13; opens Friday nationwide).

It's rare that a film is both frenetic and dull, chaotic but simplistic, and inane without ever being funny. The plot could hardly be less involving or more poorly structured. Action scenes grow numbing with an unimaginative, non-suspenseful succession of explosions and gunfights. Patrick Hughes' direction is so awkward that the movie emerges as an incoherent blur.

Dialogue by star Sylvester Stallone and his co-writers is leaden, and the tight close-ups on the aging action stars are as unflattering as possible. Stallone is almost always front and center, as if it were stipulated in his contract.

Expendable 3's cast is largely avuncular and includes Harrison Ford as a shadowy government operative. Arnold Schwarzenegger and Dolph Lundgren reprise their not-very-memorable roles as members of the Expendables crew. Stallone is Barney Ross, the leader of the pack. Kelsey Grammer has a small role as a mercenary. After his part in the latest Transformers installment, Grammer has the distinction of appearing in two of the year's worst movies.

Mel Gibson injects some energy as ruthless arms dealer Conrad Stonebanks, an over-the-top villain. Wesley Snipes, Jason Statham and Terry Crews are more youthful and vital members of the crew, but their roles are lackluster. And new young fighters are brought in for window dressing, given forgettable parts and left marginalized and hanging (literally) for most of the movie.

The threadbare plot involves Barney and crew capturing Stonebanks so that he can be tried for war crimes. Along the way there's a whirl of speeding vehicles, bulging muscles and numbing explosions.

Antonio Banderas joins the force as an eager assassin and is given the thankless role of loquacious comic relief. Adding insult to injury, Latin-flavored music plays in the background repeatedly when he's on screen.

The movie is filled with similar tokenism, bordering on offensive. A woman joins the ranks, in the form of bar bouncer Luna (Ronda Rousey). But she might as well be an extra for all the lines and character development she's allowed.

The one-liners land with a resounding thud. To wit (or rather, dimwit): When Stonebanks asks why he's not being transported to the Hague for trial, Barney intones, "I am the Hague."

The movie tries to trick viewers into thinking they're being entertained just by watching all of these famous grizzled action stars in one explosive place. But it forgets to give these geezers a reason to be gathering for the detonation fest.

Sequels are often lazy rehashes, but this third go-round is particularly egregious.

At one point, Ford's character Drummer seems determined to convince us we've having a good time: "I haven't had so much fun in years," he says with his trademark dry delivery.

Those same words could never be spoken by anyone watching the movie.

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