
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.

as Maj. Benson Payne

as Emily Walburn

as Dr. Phillips

as Lt. Col. Stone

as Gen. Decker

as Cadet Alex Stone

as Cadet Wuliger

as Cadet Dotson

as Cadet Bryan

as Cadet Fox

as Cadet Sgt. Johnson

as Cadet Leland

as Police Sergeant

as Wellington Cadet Captain

as New Cadet

as Smart Ass Soldier

as Lt. Wiseman

as Col. Braggart

as Huge Biker

as Blind New Cadet

as MP

as Mr. Shipman

as Soldier

as Bleeding Soldier

as Guerilla Leader

as Cadet Deak Williams

as Miss Goodman

as Cadet Heathcoat

as Marksman

as Cadet

as Chopper pilot

as Chopper pilot

as Weightlifter

as Terrorist

as Army Officer (uncredited)

as Vietcong Soldier (uncredited)

as Cadet Kevin 'Tiger' Dunne