Maxwell Mendelsson and Perry Barnett are best friends. Max however is the true troublemaker and is the bad influence. When trouble with school teachers isn't enough, the two fool construction workers into digging the wrong street. The people have had it. Max and Parry are sent to military school. Max tries to get out, but Perry starts to realizes he should do the right thing, especially when he falls for a girl. When trouble occurs between General Edward 'Ed' Woods and his son Maj. Biff Woods (played by George Clooney) during a visit by Russian cadets, the school may not be ready for the war games. But in the end, what is the real purpose behind the national fued?