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"Let me tell you something ass-eyes, let me tell you ALL something: war has made me very PARANOID! and when you get to eyeballing me, makes my Agent Orange act up, makes me want to KILL!" - Major Benson Winifred Payne

This film is a gem. It shows that if you have great writers, even the most hackneyed film formula in the world can be great. This is one of my absolute favorite movies. Why? Because of the flawlessly vicious yet heartwarming performance of Damon Wayans. A remake of the classic 1955 Charlton Heston vehicle "The Private War of Major Benson", Wayans teamed up with the original screenwriters Joe Connelly and Bob Mosher to pen a modern revisioning. Wayans wrote all of Payne's highly quotable dialogue, and the character feels like he should be on In Living Color, not in a kid's movie. Director Nick Castle was a relative unknown, his only previous work being The Last Starfighter and Dennis the Menace. For all intents and purposes, this film should have been a miserable failure. A rookie director, a recycled 1950s plot and a Wayans brother as the star? Surprisingly, it is fantastic. The classic story of a band of misfit students working together in order to overcome a ruthless and tyrannical teacher is retold, and it all ends happily ever after. Sounds sappy, but Wayans brings a psychotic edge to the role that makes for obscenely great comedy. Major Payne is a crazy tyrannical drill sergeant with no social skills, and his takes on his new reality as a ROTC teacher are unique and brutally funny. Damon Wayans is perfect in this role, and a highly underrated comedic talent. Enough gushing from me. Go rent it!


Major Benson Winifred Payne is a Marine Corps killing machine. The movie opens with Payne and his strike team deep in a South American drug lord’s compound, blowing everything in sight sky high and taking no prisoners. Payne single handedly captures the drug lord and the mission is a rousing success. Only problem being it was his last. Payne is put out to pasture after his mission, having being passed over for promotion to Lieutenant Colonel time and time again. Lost without his beloved corp, Payne tries to fit back into normal society, with disastrous results. His application for a police job is especially funny. Wayans works in a beautiful parody of Capt. Willard's bedroom freak out in Apocalypse Now. His former commander recommends he take over a position teaching ROTC students at the Madison Academy, a Virginia boarding school. Reluctantly, he gives it a try.

Turns out that the former commander of the Madison ROTC had run a very loose ship. Payne arrives on the scene in full drill instructor regalia and sets to work molding the children into Marines. The standard ragtag bunch of outcasts, misfits and punks fill out the ranks, and Payne starts to bust their chops in order to get them prepared for the annual ROTC military competition, which the school has lost for many years running. Winning is Payne's objective, and he always finishes his mission. The kids band together and come up with various plots to get rid of Payne, all of which fail. Each attempt makes Payne that much more dedicated to grinding them down, and he relishes the resistance. He takes special glee in exacting his revenge on the cadets, maintaining the chain of command.

A romantic subplot is worked into the story as Dr. Emily, the school physician, and her ward Tiger, a young orphan, work their way into Payne's non-existent social life. Payne is ill at ease with all the sensitive feelings he gets from the pair, but he slowly thaws out, at least a little. The best scene in the movie is his rendition of "The Little Engine that Could", which is told to the young Tiger as a bedtime story. It slowly devolves into a 'Nam flashback, and the train gets blown up. Payne gets especially wrapped up in the tale of Bubba, his friend on the mission gone wrong:

"He looked up at me and said 'Payne, I can't feel my legs!' I looked back and those little nubs was just a' kickin and I said "Bubba that's cuz they aint there!'"

The kid's reaction is priceless. Ten minutes later, as Tiger cries about a boogey-man in the closest, Payne puts 6 rounds into the closet, emptying his sidearm, declaring the boogey-man taken care of. Tiger is overjoyed. Dr. Emily is less amused.

The class of misfits, united by their opposition to Payne, learn the self-discipline and confidence they need to win the competition. Just before they go to compete, Payne is called back to active service, but he chooses to stay, in true formula form. Of course, Madison wins the Virginia Military Games and Payne stays on as a teacher for next year's group of children.

Cast Overview:

Damon Wayans .... Maj. Benson Payne
Karyn Parsons .... Emily Walburn
Ross Bickell .... Col. Braggart
Scott 'Bam Bam' Bigelow .... Huge Biker
Joda Blaire .... Cadet Bryan
Orlando Brown .... Cadet Tiger Dunne
Peyton Chesson-Fohl .... Cadet Johnson
Stephen Coleman .... Cadet Leland
Michael Gabel .... Lt. Wiseman
Albert Hall .... Gen. Decker
William Hickey .... Dr. Phillips
Michael Ironside .... Lt. Col. Stone
Andrew Harrison Leeds .... Cadet Dotson
Mark W. Madison .... Cadet Fox
Steven Martini .... Cadet Alex Stone
Chris Owen .... Cadet Wuliger

Run Time
1 hr 37 mins

MPAA Rating
PG-13 - some crude humor and behavior

The completely quoteable Major Payne:

Payne: Heh, heh, heh!

Payne: There's gotta be somebody needin' some killin'.
Col.: I’m sorry Major, there's no one left...You killed 'em all.

Emily: He's trying to show you some affection.
Payne: I don't like it. It makes me feel all funny.

Payne: Boy, I am two seconds from being on you like white on rice and a glass of milk on a paper plate in a snowstorm. I'm gonna put my foot so far up your ass, the water on my knee will quench your thirst.

Payne: Hello cue balls. Welcome to the house of Payne.

Payne: Stop that crying. You'll get no pity here. You think crying will stop Charlie from sticking his bayonet and stabbing it through your tiny little heart?

Payne: You want sympathy? Look in the dictionary between shit and syphilis.

Payne: If he's in there, he ain't happy!

Payne: Killin is my business..and biz-nis-is-gooooood!

Payne: Shut up bacon boy! Make room for dinner! Drop down and give me twenty-five sit-ups! I want to see that belly roll!

Payne: Did I give you permission to sneeze?


Payne: Want me to teach you a little trick take your mind off the pain? Close your eyes... (breaks finger)

Payne: What's your name girly mouth?

Payne: Want me to tell you the story of the little engine that could, again?

Payne: It's been two whole weeks since I killed me man, and already I'm starting to feel the itch. Only problem is, I aint got nottin to scratch

Emily: Benson! Nobody does the robot anymore!
Payne: Looks like I gotta dig furtha inta ma repetoir!

IMDB entry
Rotten Tomatoes Review
My copy of the film

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