Major Benson Winifred Payne, a battle-hardened Marine, returns from a successful drug raid in South America to find out that he has been passed over for promotion to Lieutenant Colonel. Payne receives an honorable discharge and tries to adjust to civilian life but ends up being arrested. His former commander gets him out of jail and secures him a position back in the military.

Payne is sent to Madison Preparatory School in Virginia and is given command of the JROTC students. The cadets are a disorderly group of delinquents and outcasts who have placed last in the Virginia Military Games for eight straight years. Payne immediately takes a hard stance with the cadets and asserts his authority. He shaves the cadets bald and moves them out of their dorms and into a dilapidated barracks. Payne's harsh punishments and lack of empathy for the cadets lead to friction with school counselor Emily Walburn, who tries to soften Payne's approach.

The cadets, encouraged by the rebellious leader Alex Stone, make several attempts to sabotage Payne and drive him out of the school. Alex and the cadets hire a biker to assault Payne; in the aftermath, Payne makes Alex the squad leader. Things come to a head and Payne offers to quit if the cadets get the Military Games trophy by hook or by crook. Payne tips off the Wellington cadets and they ambush the Madison cadets and beat them severely. Realizing they must earn the trophy honestly, the cadets practice diligently for the Military Games. They develop into a unified squad, and Payne tells them that they have graduated from the program and are fit to compete in the games.

Before the games, Payne is asked to return to the Marines to fight in Bosnia under the rank he was passed over for promotion. He eagerly accepts the new posting but his deployment means he will miss the Military Games. As Payne waits for a train to depart he daydreams about being in a family with Emily and her foster son, Tiger. The cadets don't want to participate in the Games without Payne, but Alex convinces them to do it. At the games, the boys hold their own until Alex injures his ankle and is unable to participate in the final event. The Madison cadets accuse Wellington of hurting Alex, which turns into a rumble. The fight is broken up, and the judges deliberate having Madison disqualified.

Payne refuses his new posting and commission and shows up at the last minute. He smooths things over with the judges and tells Tiger to lead Madison in the final event, a drill competition. The group executes an unorthodox but entertaining routine which wins them the trophy. On the first day of the new school year Madison displays the Military Games trophy, along with another one won by Alex. Payne resumes being an instructor, having married Emily and adopted Tiger. Stone resumes his role as a squad leader, as Tiger becomes assistant squad leader. Payne has softened a bit, attempting to befriend the recruits. When a disrespectful blind cadet shows up with his service dog, Payne shaves both him and his dog bald with his field knife and laughs.

• Damon Wayans as Major Benson Winifred Payne, a battle-hardened Marine. Payne has difficulty adjusting to life outside the military.
• Karyn Parsons as Emily Walburn, the school counselor. She and Payne clash over his style of training the cadets.
• William Hickey as Dr. Phillips, the headmaster of the school. He appears to be mainly focused on academia, not bothered by his school's dismal record in the Military Games. His only orders to Payne are that he keep the cadets from causing trouble around the school.
• Steven Martini as Cadet Alex J. Stone, a rebellious teenager with no respect for authority. He opposes Payne's hardline approach to training and actively works to get rid of Payne, yet ends up being cadet squad leader in place of Dotson.
• Michael Ironside as Lieutenant Colonel Stone, Alex's stepfather. He's an alcoholic who abuses Alex.
• Orlando Brown as Cadet Kevin "Tiger" Dunn, an orphan adopted by the school and raised by Emily Walburn. The youngest of the cadets, he struggles to keep up with the others and find his place.
• Albert Hall as General Elias Decker, Payne's former commanding officer.
• Andrew Harrison Leeds as Cadet Dotson, a brown-noser who was a cadet squad leader for Madison prep JROTC. Dotson transfers to Wellington after being demoted in favor of Cadet Alex Stone.
• Damien Dante Wayans as Cadet Dwight "D" Williams
• Chris Owen as Cadet Wuliger who is a hypochondriac.
• Joseph Blaire as Cadet Bryan
• Stephen Coleman as Cadet Leland
• Mark Madison as Cadet Fox
• Peyton Chesson-Fohl as Cadet Sergeant Johnson
• Bam Bam Bigelow as Biker. He is hired by the cadets to confront Payne and intimidate him into leaving.
• George Cheung as Vietcong Guerrilla from Major Payne's Daydream
• R. Stephen Wiles as Cadet Heathcoat
• R. J. Knoll as Blind New Cadet

Major Payne was filmed at the Miller School of Albemarle in Charlottesville, Virginia.^[2]

Review aggregator Rotten Tomatoes gave the film an approval rating of 29% based on 14 reviews.^[3] Kevin Thomas of the Los Angeles Times wrote, "While Major Payne is too predictable for most adults, it's an ideal entertainment for youthful audiences that allows Damon Wayans to be at his best in a dream part."^[4] Caryn James of The New York Times wrote, "Though the movie is rarely more clever than its title, Mr. Wayans gives the dark cartoonish comedy an irreverent edge."^[5]

Roger Ebert of the Chicago Sun-Times rated it 3/4 stars^[6] and called it a smart and funny satire of military films:

The key to this kind of comedy is to go all the way with it, and Wayans creates a comic character out of narrowness, obsession, and blind commitment. Of course the arc of the storyline is familiar; we know the pretty teacher will soften him, and that he will grow fond of the cadets, and no prizes for guessing who wins the big all-Virginia ROTC [sic] competition... Wayans is one of the most talented comic actors around, especially when he lets go and swings for the fences.^[6]

Box office edit

The film debuted at number 2 at the US box office behind Outbreak with a gross of $7 million on its opening weekend.^[7] Major Payne went on to gross $30.1 million worldwide.^[1]

• Major Payne at IMDb  
• Major Payne at AllMovie