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. A recently discharged Major finds himself commanding a group of mismatched Cadets.