At one point late in "The Expendables 2," Sylvester Stallone, Bruce Willis and Arnold Schwarzenegger stand shoulder to shoulder in the same frame, using enormous machine guns to blast away at some bad guys. The sight of the three huge stars in the same movie doing something other than talking (which is all they did in the previous film) should be funny and exciting and nostalgic all at the same time — a kind of wish-fulfillment fantasy for action-movie fans.

Instead, all you notice is how Schwarzenegger, whose stint in politics has left him with a bit of a paunch, winces when he fires his weapon, as if he were a little afraid of it. Or how Stallone’s face has been pulled and stretched to the point that it is almost grotesque (his expression rarely changes, whether he’s blowing up a tank or tying his shoelaces). Or how utterly bored and unengaged Willis looks, as if he were wondering how much longer he needs to hang around before his scenes are done and he can go home and cash his paycheck.

Released in 2010, "The Expendables" grossed nearly $300 million worldwide. A sequel was inevitable, especially since the project was Stallone’s baby, and he hasn’t been working much lately, so what else is he going to do? Sensitive to complaints by fans that several of the biggest names in the cast barely appeared in the first movie, Stallone made sure that Willis and Schwarzenegger hung around for more than just cameos this time. Jean-Claude Van Damme, who declined to appear in the previous film, changed his mind when he saw the grosses and signed on to play the heavy. Chuck Norris is also in this movie, although you should know that he gets roughly five minutes of screen time, half of those devoted to his telling of a Chuck Norris joke.

Stallone co-wrote "The Expendables 2" with Richard Wenk ("The Mechanic," "16 Blocks") and he handed over the directorial reins to Simon West ("Con Air," "Lara Croft: Tomb Raider"), who knows how to orchestrate enormous action set-pieces. West throws in everything he can think of — car chases, boat chases, foot chases, jet-ski chases — but he doesn’t cut it together well, so the action becomes abstract: It’s all explosions and guns and crashes and unnaturally loud punches, with faceless, nameless stuntmen taking all the risks.

WEST ALSO can’t overcome the vanity of his large, aging cast, who force him to shoot them only from flattering angles and to go easy on the harsh lights, please. There are some close-ups of Stallone that are so fuzzy, you’d swear the movie was out of focus. As usual, Jason Statham emerges from the debacle unscathed: He’s such a committed actor that even a movie this bad can’t sink him. He’s the only one, though. Liam Hemsworth, little brother to "Thor’s" Chris Hemsworth, plays a sniper whose name might as well been "Sacrificial Lamb." You know he’s a goner the moment you see him, because he makes his co-stars look way too old (also, you can understand his line readings, because his face has not yet been immobilized by Botox). Terry Crews and Randy Couture, who had things to do in the first film, basically stand around in the background this time. Jet Li literally parachutes out of the movie early, never to return, because there simply isn’t enough in this flimsy script to keep all these characters occupied.

There are, however, loads of horrendous one-liners ("Rest in pieces!"), some lame attempts at meta-humor (Schwarzenegger: "I’ll be back." Willis: "You’ve been back enough. I’ll be back!") and some brief, horrifying glimpses at plastic surgery gone way wrong. Van Damme wears sunglasses for most of the movie — even when he’s burrowing deep underground to steal some plutonium — which initially seems like a curious choice. Why hide the handsome actor’s mug? Then he takes them off, and you understand.

"The Expendables 2" barely qualifies as a movie, but it does make for a fascinating study on male vanity. Most of these actors are extremely fit, with the bodies of a muscular 30-year-old, but there’s nothing they can do about the lines and creases in their faces except take surgical jackhammers to them. The results are not pretty. Rumor is a third "Expendables" movie is already in the works, with Steven Seagal, Harrison Ford and Nicolas Cage potentially joining the cast. I’d rather see a movie where all these actors sit around playing poker and joshing each other than have to sit through another shoot-em-up for septuagenarians.