Major Payne was a 1995 film, starring Damon Wayans. The film was a loose remake of the 1955 film The Private War of Major Benson, starring Charlton Heston.

The film starts with Major Payne (Damon Wayans), a hardened killing machine of a Marine, in a drug raid in South America. Payne successfully infiltrates their base of operations, and neutralizes their project. After the mission, he is called into the general's office, and finds out that he was not promoted to a Lieutenant Colonel. "You get two chances to advance, then we gotta show you the hatch". Payne received an honorable discharge on the grounds of "wars of the world are no longer fought on the battlefield", and that his military skill was no longer needed.

After he leaves the military, Payne finds life as a civilian unbearable, and reaches his breaking point, in a scene parodying the opening scene in Apocalypse Now. To help adjust, Payne applies for a job as a Police officer. During the test to see how applicants handled domestic violence disputes, Payne overreacts and repeatedly slaps the man who hit his wife in the scenario, eventually knocking him out. Payne is put into jail on charges that are most likely assault. His former general visits him and informs Payne that he has secured a job for him that will get him back in the military.

Payne arrives at Madison Preparatory School in Virginia. He first meets Tiger (Orlando Brown), who bumps into him when he was running away from school counselor/nurse Emily Walburn (Karyn Parsons), who was trying to give him a shot. The principal informs him that his job is to train the green boys, a disorderly group of delinquents and outcasts, who have placed last in the Virginia Military Games eight years running. When Payne sees his company, he immediately tells them that under his direction they will win the games at all costs. He makes the cadets do pushups, situps, and squat thrusts for their disobedience, and later shaves their heads and makes them do their morning jog around the campus in sundress (as punishment for when the boys attempted to have him fired).

Much of the comedy comes from Payne's harsh and sometimes sadistic punishment of the boys, the boys' numerous attempts to get rid of him, and the reluctant bonds he forms with each of the boys as they work toward winning the games. Payne consistently tries to see the boys merely as units in his troop but slowly comes to be a father figure for the boys -- in particularly six-year-old Tiger -- and grows to love Emily, the mother of the troop, who is his polar opposite in their views on childcare. Payne is eventually asked to come back to the Marines to fight in Bosnia, and his conflicting feelings about his old life and new life are the catalyst for the film's finale.