Loosely based on "The Private War of Major Benson," this absurd slap-stick comedy stars Damon Wayans as the very military oriented Major Payne. He has just been honorably discharged from the Marines after serving for several years in a combat zone.

When his former commanding officer comes to him looking for a job, Payne reluctantly accepts. He then sets out to transform a group of outcasts into an elite fighting unit.

Initially, Payne is very strict and brutal. He forces the boys to dress up in uniforms and shave their heads. He also takes them out of their comfortable bunks in a regular house and gives them hard training.

He then begins to soften up a bit and become friendly with the boys. He has married Emily Walburn and adopted Tiger.

At this point, the kids begin to realize that they want to get rid of Payne. This leads to a series of humiliating punishments.

They try to steal the Military Games trophy from rival Wellington Academy, but this fails. Then, Payne offers to leave the squad if they can bring him the trophy.

While the cadets think this is just the sort of thing they should do, they are wrong. When they are in the military, they would never have been allowed to do it.

As for the rest of the movie, it strays into more comic territory. It isn't exactly a rousing 105 minutes, but it's still entertaining for young audiences. The acting is good, with Damon Wayans showing off his abilities as a comic actor -- a nasal, pinched mannerism that he's perfected for this role.