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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.
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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 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'?


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This film provides examples of:

  • Abusive Parents: Alex's step-dad punches him for perceived slights and treats him like property. He makes Payne look like a Reasonable Authority Figure. This becomes explicit when Payne makes him back off.
  • The Ace: Stone is the closest to this among the cadets. Despite appearing Brilliant, but Lazy in his first scene, he's the most talented of any of them at just about everything, and a natural leader. Payne recognizes this, which is why he promotes Stone to squad leader after his most recent plan to get rid of him failed and he owned up to it.
  • All Girls Want Bad Boys: Averted. Emily is repulsed and repeatedly disturbed by Payne's vicious nature and overall lack of empathy towards anyone, especially children, leading her to have an angry outburst after he insults her nurturing. It's only after he even attempts to even try to be nice by his standards, despite still being an aggressive bloodthirsty lunatic, and admits how much he cares about her that she grows to love him.
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  • An Officer and a Gentleman: Payne may be an incredibly psychotic soldier, but he still tries to be respectful to women in his own way. Example: when he tries to become a police officer, his response to a simulated spousal abuse call is to grab the "abusive husband" and slap him into unconsciousness while saying that you don't treat women like that.
  • Badass Biker: The kids hire one to intimidate Payne. He's tall, beefy, leather-clad, and bald, and since he's played by wrestler Bam Bam Bigelow, said bald dome comes complete with a tattooed flame covering it.
  • Bad to the Bone: This song is used in the opening credits to set the tone of Major Payne.
  • Be Careful What You Wish For: For the majority of the movie, the recruits have been trying to get rid of Payne. Then, when they finally start respecting him, he gets called back to service. He comes back.
  • Berserk Button: Payne really doesn't like men who beat on women or children.
  • Blood Knight: Major Payne loves being this as his job and points this out in a mature, hammy manner.
  • Bond One-Liner: If there really was a bogeyman in Tiger's closet...
    Payne -..."he ain't happy."
  • Brilliant, but Lazy: Alex Stone's first scene has him show up late to the drill, not in uniform, showing flagrant disrespect to Payne, and it's all but stated he's done this song and dance with the previous drill sergeants. He's also physically adept enough to keep up with Payne's drills, cunning enough to come up with multiple plans to get rid of Payne, charismatic to the point he easily takes charge of the cadets in their plans over their actual squad leader, and has a spine of steel under it all. It's for these latter qualities in particular that has him slowly earn Payne's respect and turn him into the squad leader, and he eventually transitions to The Ace in full.
  • Broken Bird: Strongly implied with Emily, as despite her child-friendly nature she is deeply upset inside due to having come off from an ended relationship due to her wanting children of her own while her ex-boyfriend disagreed and left her.
  • The Cameo: Michael Ironside as Alex's abusive and drunk stepdad.
  • Character Title: It references both the main character and what the viewer should expect.
  • Comically Missing the Point:
    • In the final scene, a new cadet introduces Payne to his "blind seeing-eye dog." Payne asks, "What in the world would anybody want with a blind dog?"
    • This exchange between Counciler Emily Walburn and Major Payne
    Major Payne: Maybe what he need is for you to pop your titty out his mouth and let the boy grow up.
    Emily: Excuse me, what did you say?
    Major Payne: I didn't stutter, I said pop-your-titty-out-his-mouth AND STOP BABYING HIM.
    Emily: I don't call it babying, I call it nurturing.
    Major Payne: And I call it neutering.
    Emily: And I call you an insecure, overbearing, psychopathic, edictorial, ego maniacal, frigid lunatic ASSHOLE!
    Major Payne: [Beat] I ain't frigid.
  • Curb-Stomp Battle: When the boys hire a hulking biker to beat up Payne, the biker gets in one good punch. Payne then proceeds to pummel him into unconsciousness.
  • Cut His Heart Out with a Spoon: Payne informs Alex why he shouldn't push his luck, though Subverted in that Alex calls his bluff; it isn't made clear as to whether or not Payne wouldn't or couldn't go through with it, however:
    Payne: I will put my foot so far up your ass the water on my knee will quench your thirst!
  • Determinator: After their date, Major Payne gives Emily a bullet, telling her it is from his heart. He means it literally, having removed it himself with a field knife.
  • Deuteragonist: Alex is the only cadet to have a full character arc of his own, between his more intense and personal conflict with Payne, and him growing into the kind of strong leader that Payne soon recognizes him to be.
  • Drill Sergeant Nasty: Major Payne's training methods include fostering hatred towards himself, mandatory baldness, and a lot of shouting.
  • Disability as an Excuse for Jerkassery: One of Payne's new ROTC recruits in the epilogue is a blind kid who mouths off to Payne and calls him an idiot when he asks about the German Shepherd sitting next to him (it's his seeing-eye dog). Then Payne makes clear without a shadow of a doubt that he is not gonna give the kid any leeway even if he's blind by shaving him and the seeing-eye dog bald.
  • Everyone Has Standards: Payne may be a Drill Sergeant Nasty, but he draws the line when Alex's abusive stepfather starts slapping him and demanding respect and grabs his wrist when he tries again.
    Payne: You hit that boy again and I'm gonna do more than salute you.
  • Exact Words:
    • 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*
    • After Major Payne and Emily go out for dinner, Payne gives his date a gift from his heart: a bullet. That he pulled out of the left ventricle of his heart with his field knife.
  • Fartillery: The unforeseen result of a Laxative Prank instead provides Major Payne with a different sort of ordinance to fire at his unruly cadets.
  • 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.
  • Freudian Excuse:
    • Payne tells Tiger his version of "The Little Engine that Could", and we understand why he is the way he is because a fellow squad member was nearly killed when they were 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.
    • The personal reason why Alex disregards high ranking COs and generalizing them as each The Neidermeyer such as Payne initially prior to warming up to him is because of his abusive disgraced ex-military officer stepfather.
  • Genghis Gambit:
    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.
  • Gun Stripping: Major Payne enjoys hanging upside down, blindfolded and trying to clean his gun before his nose starts to bleed.
  • Head-Turning Beauty: Emily's first appearance is enough to reduce the usually composed Payne into a incoherent mess, with good reason. Did we mention she was a teacher too? Lampshaded by Payne: "Why do I suddenly feel like a jackass?"
  • Hilariously Abusive Childhood: Hinted at with Payne.
    Payne: Woman, when I was six I had a full-time job.
  • Hollywood Tactics: The opening scene of the movie has Payne running through a battlefield by himself with no support and no weapons other than a pair of .45 pistols.
  • I Gave My Word: 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.
  • I Take Offence to That Last One: When arguing over the Major's treatment of Tiger:
    Payne: [Beat] I ain't frigid.
  • Imagine Spot: Payne, while debating whether to take his new assignment or return to the JROTC games, imagines what life would be like if he settled down with Emily and adopted Tiger.
  • Important Haircut: 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!
  • Jabba Table Manners: Payne sucks down his food as fast as possible while making horrific noises. His squad eventually follows his example.
  • Jerk with a Heart of Gold: Major Payne shoots the "Boogeyman" in Tiger's closet to help him sleep at night and has many moments when he cares for his people in spite of his hilariously mean-spirited demeanor.
    • Alex has his moments. Even before his Heel–Face Turn, he owns up to having hiring the biker to beat up Payne, but doesn’t incriminate any of his classmates. Also, during the botched trophy robbery, he has Tiger stay behind to protect him from getting hurt.
  • Large Ham: From start to finish, Damon Wayans is really something to behold in this movie.
    Payne: KILLING IS MY BUSINESS, LADIES, AND BUS! INESS! IS! GOOOOOOD!!!
  • Laxative Prank: The recruits try to do this with Payne's cupcake, and the kid who formulates it swears that it's so powerful it will make him have the runs for a month. It literally backfires.
  • Majorly Awesome: Major Payne, naturally, is an highly competent if very comedic and over-the-top soldier. He ends up turning down a potential promotion to Lt. Colonel Badass in the end to stay with the cadets.
  • Mildly Military:
    • 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.
    • He also goes to a dance club in his dress uniform, but as noted under the YMMV tab, that's likely the fanciest outfit he owns.
  • Misery Builds Character: Payne did this deliberately to mold his students into a cohesive unit. The Guidance Councilor thinks this was an incredibly cynical plan.
  • Names to Run Away from Really Fast: If you encounter a soldier named "Major Payne", turn around and run.
  • The Neidermeyer: Major Payne was initially viewed as such by the cadets, particularly Alex, for his Drill Sergeant Nasty-ism and tried several attempts to get rid of him. Alex's stepdad was implied to be one which led to his dishonorable discharge.
  • No Place for a Warrior: The movie begins with Payne being honorably discharged from the USMC because of peacetime budget cuts and getting arrested because he's too much of a Blood Knight to be a policeman (which is the first job he applied to, after a period of having a psychotic breakdown at his home).
  • No-Sell: The cadets' attempt to make Payne suffer a Laxative Prank is completely useless — all that it makes Payne do is pass a fart so powerful that it instantly knocks out one of the cadets (ironically, the kid who formulated the laxative).
  • One-Man Army: Payne storms an enemy stronghold, by himself, and convinces everyone inside to surrender.
  • Only Known by Their Nickname: Kevin Dunn is only addressed as "Tiger".
  • Overranked Soldier: The commandant of a JROTC detachment would typically be an NCO such as a Staff Sergeant or Gunnery Sergeant, not a commissioned officer. A Major would more likely be a company commander or battalion XO in charge of several hundred Marines. But then, Gunny Payne doesn't have the same punny appeal.
  • Papa Wolf: Don't harm Payne's men in the battlefield and don't cause trouble for his Cadets. Alex's abusive stepdad learned that the hard way.
  • Pin-Pulling Teeth: Payne pulls a grenade pin with his teeth, like the soldier he is. 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.
  • Potty Emergency: Tiger gets one during Payne's opening speech to The Squad. Payne refuses to let him go to the bathroom, and it becomes a Potty Failure.
  • Pun-Based Title: Major Payne will cause you major pain, on top of being one.
  • Punctuated Pounding: Done during the domestic disturbance situation where Payne follows every syllable of his "Don't abuse women" lecture with a Bitch Slap.
  • Rabid Cop: Payne's short-lived attempt at becoming a police officer definitely shows that he would have been one of these: his response to a training simulation of a domestic abuse call is to slap the pretend offender into unconsciousness.
  • Ragtag Bunch of Misfits: Payne's cadets include a Smug Snake, a Brilliant, but Lazy ace, a deaf kid, a fat kid, a very skinny ginger kid who gets REALLY good at pushups, one kid much younger than any of them, and others.
  • Real Men Wear Pink: The only non-military activity Payne enjoys is dancing.
  • Rule of Funny: 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. However, 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 we have this trope.
  • "Shaggy Frog" Story: 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 conductor is violently blinded, the train itself blown to bits and Payne taking bloody vengeance for an old war friend. Emily eventually has to stop him.
  • Shell-Shocked Veteran: 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.
  • Shout-Out: Payne likes making pop-cultural references while intimidating his boys.
  • Smug Snake: Dawson is the initial squad leader, but spends almost all his screentime shouting and being something of a sycophant assistant to Payne and not much time actually leading. Alex leads all the attempts to get rid of Payne (the majority of which are without Dawson's involvement or even knowledge), and when Payne acknowledges this leadership ability by promoting Alex to the new squad leader, Dawson refuses to take part in the planned heist and Wellington Academy by saying "you want to make me look bad?" and that he called his dad to leave "the stupid school". He then ends up on one of the opposing teams at the games and even crippling Alex on the final leg of the obstacle course race simply because he didn't want to risk losing to him.
  • Sociopathic Hero: Payne's a bloodthirsty soldier to the core, longs to be in combat to satisfy his lust for killing, butchered and feasted on rat in his apartment, and wouldn't think twice about breaking a child's finger. He eventually becomes nicer, but not by too much.
  • So Proud of You: Paine shows pride in his cadets in his own particular way: "You are no longer turds. You have graduated to maggots."
  • Sound Off: Payne makes the kids do these a few times. One example being when they complain about the less-than-luxurious barracks and Payne responds by burying them in a mud patch.
    Love my barracks night and day.
    Won't complain; that's where I'll stay.
  • Signature Laugh: Whenever he laughs, you know something hilariously awful is about to happen to someone.
  • Trespassing to Talk: 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.
  • War Is Glorious: 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 which he'll never admit.
  • Wife-Basher Basher: 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.
  • Wrong Genre Savvy: 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.
    Payne: Who's the dummy now?
  • You Are in Command Now: Tiger is by far the youngest of the cadets, but he is chosen to lead the drill exhibition after Stone gets injured.
    Payne: That boy know the drill like the knob on the back of his head.
  • Your Mom: Payne gets a "your mom" joke in at the Badass Biker.
    Maj. Payne: Know what I heard? I heard your momma's so fat, she could play pool with the planets.

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