Upon arriving in military school, the duo meets Cadet Major Biff Woods (George Clooney), Cadet Captain Kevin, and Cadet Sergeant Andrea Pritchett (Dana Hill), who constantly punish Max for his bad conduct and behavior. Max finds the time in military school unbearable and vows to find a way to get himself out. During a war game, Perry meets a fellow cadet named Mary-Beth (Tina Caspary) and falls in love with her. Meanwhile, Max again sets up another series of destructive pranks in the military school, hoping to get himself removed from the school. However, the principal and Biff's father, General Ed Woods (Robert Culp), refuse to expel them, instead giving the two of them more punishments. Although Max is still unrepentant, Perry decides that he wants to straighten up his life and breaks off his friendship with Max.