Major Payne is a battle-hardened Marine who is struggle to adjust to life outside of the military. He is assigned to Madison Preparatory School in Virginia as a commanding officer of JROTC program, a bunch of misfits who have no hope. Payne immediately takes a hard stance on the cadets asserts his authority which leads to conflicts with school counselor Emily Walburn who tries to soften Payne's approach. the cadets led by Alex Stone, make several attempts sabotage Payne and drive him out of school. Payne offers to quit if cadets get Military Games trophy by hook or by crook things come to a head. Realizing they must earn the trophy honestly cadets practice diligently its Military Games they develop into top notch team.

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Some movies that have similar genres and were produced around the same time as Major Payne include Homeward Bound: The Incredible Journey, Hook, Muppet Treasure Island, Wild America, Bingo, Stuart Little.

Major Payne was released in theaters on March 24, 1995.