Damon Wayans portrays Maj. Benson Payne, a no-nonsense Marine Corps officer who becomes the reluctant leader of a group of misfit cadets.
Karyn Parsons plays Emily Walburn, a caring and sympathetic teacher at the military academy who forms a bond with Major Payne.
William Hickey portrays Dr. Phillips, an elderly and eccentric psychiatrist who assesses Major Payne's mental state.
Michael Ironside plays Lt. Col. Stone, the stern and by-the-book commander of the military academy.
Albert Hall portrays Gen. Decker, a high-ranking military officer overseeing the operations at the academy.
Orlando Brown plays Cadet Kevin 'Tiger' Dunne, one of the misfit cadets under Major Payne's command.
Steven Martini portrays Cadet Alex Stone, a cadet at the academy and the son of Lt. Col. Stone.
Andrew Leeds plays Cadet Dotson, one of the misfit cadets at the academy who faces Major Payne's tough training.
Chris Owen portrays Cadet Wuliger, a quirky cadet who struggles to keep up with Major Payne's demands.
Joseph Blaire plays Cadet Bryan, one of the cadets under Major Payne's leadership at the military academy.
Mark W. Madison portrays Cadet Fox, a cadet at the military academy who experiences Major Payne's unorthodox methods.
Peyton Chesson-Fohl plays Cadet Sgt. Johnson, one of the cadets who must adapt to Major Payne's tough training regimen.
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