Major Benson Payne (Damon Wayans) lives, breathes and sleeps war. But after being honorably discharged from the Marines due to a lack of wars, Payne, the natural-born killer, has absolutely no idea how to cope in everyday civilian life. Fortunately, before he completely breaks down, Payne finds his way back into a military capacity at Madison Preparatory School, leading a group of misfit JROTC students who don't want to be led. Whipping these kids into shape might be his toughest battle yet.