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| Danny DeVito | Bill Rago |
| Gregory Hines | Sergeant Cass |
| James Remar | Captian Tom Murdock |
| Cliff Robertson | Colonel James |
| Lillo Brancato Jr. | Pvt. Donnie Benitez |
| Stacey Dash | Pvt. Miranda Myers |
| Kadeem Hardison | Pvt. Jamaal Montgomery |
| Richard T. Jones | Pvt. Jackson Leroy |
| Khalil Kain | Pvt. Roosevelt Nathaniel Hobbs |
| Peter Simmons | Pvt. Brian Davis, Jr. |
| Greg Sporleder | Pvt. Melvin |
| Mark Wahlberg | Pvt. Tommy Lee Haywood |
After getting canned from his advertising job, down-and-out divorcé Bill Rago gets a gig teaching English at a nearby army base. There, he takes on a group of underachieving students from poor backgrounds who seem apathetic about their education. Bill becomes frustrated, but finally turns the class around when he begins discussing ''Hamlet.'' However, Sgt. Cass, a hardened drill instructor, is skeptical of Bill's teaching methods.
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