Major Benson Winifred Payne (Damon Wayans) is being discharged from the U.S. Marine Corps. Payne is a killin' machine, but the wars of the world are no longer fought on the battlefield. A career Marine, he struggles with civilian life, which results in an assault charge.

However, his commander finds him a job that gets him back into the military: Commanding officer of Madison Preparatory Academy's JROTC program, consisting a bunch of [[RagtagBunchOfMisfits ragtag losers and misfits]] with no hope.

Using such teaching tools as live grenades and real bullets, Payne starts to instill the corps with some hope. But when Payne is recalled to fight in Bosnia, will he leave the recruits who have just started to believe in him, or will he find out that killin' ain't much of a livin'?

!!!This film provides examples of:

* AbusiveParents: Alex's step-dad punches him for perceived slights and treats him like property. He makes Payne look like a ReasonableAuthorityFigure. [[spoiler: This becomes explict when Payne makes him back off.]]
* {{Badass}}: Major Payne is a career soldier who was honorable discharged because his superiors ran out of targets for him.
* BadToTheBone: Used in the opening credits.
* BeCarefulWhatYouWishFor: For the majority of the movie, the recruits have been trying to get rid Payne. Then, when they finally start respecting him, he gets called back to service. [[spoiler:He comes back, though.]]
* BondOneLiner: If there really ''was'' a bogeyman in Tiger's closet...
--> '''Payne''' -..."he ain't happy."
* CharacterTitle: It references both the main character and what the viewer should expect.
* CutHisHeartOutWithASpoon: Payne informs Alex why he shouldn't push his luck:
--> '''Payne''': I will put my foot so far up your ass the water on my knee will quench your thirst!
* DrillSergeantNasty: Major Payne's training methods include fostering hatred towards himself, mandatory baldness, and a lot of shouting.
* ExactWords: It's always important to note that when fighting a killin' machine, if he says he's going to kick you in the face, did he say ''when''? One sucker punch to the throat and kick to the groin later. We then have this exchange:
--> '''Biker''': You...you said you were gonna...hit me in the face.
--> '''Payne''': You calling me a liar?! *''boots him in the face''*
* {{Fartillery}}: The unforeseen result of a LaxativePrank.
* {{Fingore}}: In the beginning of the film, Payne dislocates his comrade's finger to get his mind off his bullet wound. He would've done the same to Tiger (who was afraid of getting a shot) had it not been for Miss Walburn.
* FreudianExcuse:Payne tells Tiger his version of "The Little Engine that Could", and we understand why he is the way he is because his friend was nearly killed when they outnumbered by the enemy during a battle. Even worse: Emily (who is also the guidance counselor) says she'd like to talk to Payne about his story.
* GenghisGambit:
-->'''Emily:''' You're making them hate you!
-->'''Payne:''' Good! It'll bring 'em together. Make 'em a team.
-->'''Emily:''' That's a pretty cynical plan.
-->'''Payne:''' But it won't backfire.
* GunStripping: Major Payne enjoys hanging upside down, blindfolded and trying to clean his gun before his nose starts to bleed.
* HelloNurse: Emily's first appearance is enough to reduce the usually composed Payne into a incoherent mess. With [[DistractedByTheSexy good reason]]. Did we mention she was a [[HotTeacher teacher]] too? Lampshaded by Payne: "Why do I suddenly feel like a jackass?"
%%* HotTeacher: Emily.
* IGaveMyWord: When Payne makes a promise to kick you in the face or quit if you steal a trophy, he will keep it. However, he will ''not'' play fair in order to keep it.
* ITakeOffenceToThatLastOne: When arguing over the Major's treatment of Tiger:
--> '''Emily''': And I call you an [[TheReasonYouSuckSpeech insecure, overbearing, psychopathic, edictorial, ego maniacal, frigid lunatic]] ''[[TheReasonYouSuckSpeech ASSHOLE]]''!
--> '''Payne''': [{{Beat}}] I ain't frigid.
* ImportantHaircut: Whether the recruits like it or not.
--> '''Payne''': You will dress like me, you will talk like me, and until you win those games, ''you will be BALD like me!''
* JerkWithAHeartOfGold: Major Payne shoots the "Boogeyman" in Tiger's closet.
* LargeHam: From start to finish, Damon Wayans is really something to behold in this movie.
-->'''Payne''': ''KILLING IS MY BUSINESS, LADIES, AND'' '''''[[PunctuatedForEmphasis BUS! INESS! IS! GOOOOOOD!!!]]'''''
* LaxativePrank: The recruits try to do this with Payne's cupcake. [[spoiler:It backfires. [[{{Fartillery}} Literally.]]]]
* MajorlyAwesome: Major Payne, naturally. [[spoiler:He ends up turning down a potential promotion to [[ColonelBadass Lt. Colonel Badass]] in the end.]]
* {{Metaphorgotten}}: Payne attempts to inspire Tiger with the story of "The Little Engine that Could". However the tale's moral is soon forgotten after the train cunductor is violently blinded, the train itself blown to bits and Payne taking bloody vengenace for an old war friend. Emily eventually has to stop him.
* MildlyMilitary: Major Payne is a former Marine, but he wears the "smokey" of a Marine Corps drill instructor with the gold cord from somewhere else. This is mildly military because officers don't wear the smokey and the cord doesn't belong there at all.
* MiseryBuildsCharacter: Payne did this deliberately to mold his students into a cohesive unit. The Guidance Councilor thinks this was an incredibly cynical plan.
* NamesToRunAwayFromReallyFast: Major Payne.
* OneManArmy: Payne storms an enemy stronghold, by himself, and convinces everyone inside to surrender.
* OnlyKnownByTheirNickname: Kevin "Tiger" Dunn.
* PapaWolf: Don't harm Payne's men in the battlefield and don't cause trouble for his Cadets. Alex's stepdad learned that the hard way.
* PinPullingTeeth: An important detail to note is that the grenade was apparently an anti-personnel/frag grenade, so it really shouldn't blast down a tree, just give it a LOT of little cuts.
* PunBasedTitle: Payne will cause you pain.
* RagtagBunchOfMisfits: Payne's cadets involve a SmugSnake, a deaf kid, a fat kid, one kid much younger than any of them, and others.
* RealMenWearPink: The only non-military activity Payne enjoys is dancing.
* RuleOfFunny: The war Payne was in is obviously Vietnam, which a) Damon Wayans is clearly too young to have served in and b) he would have had to have been promoted much higher than major by the time it's shown he's discharged. But then ''Colonel Payne'' wouldn't be a good title for a movie, and we wouldn't have that bedtime story scene if it were accurate, so...
* ShellShockedVeteran: After a fashion - Payne has a flashback (a common PTSD symptom) while telling Tiger a bedtime story. It is violent, and horrifying, and causes him as much distress as it does Tiger. Despite this he'd really rather be back in the war than a JROTC detachment.
* SignatureLaugh: Whenever he laughs, you know something hilariously awful is about to happen to someone.
* TrespassingToTalk: After his dinner date with Emily, Payne returns to discover Cadet Stone sitting at his desk, beaten and bruised from where the squad had been ambushed by another school's R.O.T.C. squad... because Payne tipped them off.
* WarIsGlorious: Played with. Whilst Payne clearly takes a lot of pride in his work and enjoys the military lifestyle the loss of comrades in battle has clearly had a negative impact on him.
* WifeBasherBasher: When trying to get hired by the police force, Payne is put in a training scenario to see how he'd handle a domestic dispute call. He responds by smacking the actor in the scenario repeatedly until he passes out.
* WrongGenreSavvy: When asking his Cadets if they would bother to complain about how slippery conditions were if it was a life and death situation during a drill on an obstacle course on a very rainy day, Payne got the response from Stone that it was not one. Payne's response: Take out a grenade and pull the pin, saying that it was now. Predictably, the Cadets panic and run, VERY FAST, with the exception of Stone, who was yelling after them for being idiots and not seeing it was just a Dummy Grenade. It was a reasonable assumption, considering that fake grenades are fairly common tools in drills. However, as evidenced by the downed tree that Payne threw the grenade at, Stone underestimated just how crazy Payne could be.