Major Benson Winifred Payne is being discharged from the Marines. Payne is a killin' machine, but the wars of the world are no longer fought on the battlefield. A career Marine, he has no idea what to do as a civilian, so his commander finds him a job - commanding officer of a local school's JROTC program, a bunch of ragtag losers with no hope.

Damon Wayans
as Maj. Benson Payne

Karyn Parsons
as Emily Walburn

William Hickey
as Dr. Phillips

Michael Ironside
as Lt. Col. Stone

Albert Hall
as Gen. Decker

Orlando Brown
as Cadet Kevin 'Tiger' Dunne

Steven Martini
as Cadet Alex Stone

Andrew Leeds
as Cadet Dotson

Chris Owen
as Cadet Wuliger

Joseph Blaire
as Cadet Bryan
Andre Gonzales
Awesome awesome movie! One of my favorites growing up. Damon Waynes is a hard ass to some teens training them for the military games. One of the funniest movies I've ever seen....