The plot revolves around an all-male boarding school overtaken by terrorists. While the authorities remain helpless, a group of rebellious and mischievous students decide to put their resourcefulness to good use.
In Bogotá, Colombia, a terrorist by the name of Luis Cali has taken over the Palace of Justice with a ruthless team of mercenaries. He demands the release of his drug kingpin father, Enrique Cali, only to be told that his father has already been delivered to the United States for trial. They escape by helicopter and with the weapons and logistics assistance of Luis' second-in-command, an American named Jack Thorpe, they enter the U.S. through Mexico.
In the United States, the Regis High School is a prep school for teenage boys with wealthy and influential parents, half of whom have been expelled from other schools. A group of pranksters led by Billy Tepper that includes Joey Trotta, Hank Giles, Ricardo Montoya, Jonathan Bradberry, and Phil Donoghue is carefully watched over by their teachers and the stern but well-meaning Dean Parker.
Phil's father is the Federal Judge presiding over Enrique Cali's trial, so he is taken to a safe location as a precaution. Unaware of this, Luis Cali invades the school to capture him, callously killing those who get in the way. Furthermore they rig the campus with heavy firearms and remote-detonated explosives. With Phil nowhere to be found and the sons of numerous influential individuals in his grasp, Luis takes the entire school hostage.
Underestimating the threat, the local Sheriff attempts to intervene but is repelled by fire from a .50 caliber M2 machine gun. The FBI and US Army are called in, keeping their distance to avoid provoking the terrorists. Luis releases the school faculty (except for the headmaster, Robert Gould) but institutes hourly headcounts to keep track of the boys.
The students, under Billy's leadership, use their expertise in skirting authority to collect tactical information about the occupying forces, which Billy covertly brings to the authorities on the outside. They won't allow Billy to return, but with Parker's encouragement, he escapes and narrowly rejoins the students in time to be counted, preventing the killing of Gould and four students in response.
Joey's father, New York mafia boss Albert Trotta arranges through Luis' father for the boy to be released. Joey, contemptuous of his father, refuses to go. He steals a weapon and opens fire on another terrorist, but is killed. Luis tries to impress upon Parker, who comes to retrieve the body, that it was an accident, but Albert takes revenge by having Enrique Cali killed in prison.
Knowing they must act before Luis can learn of his father's death, the authorities undertake a rescue mission. Special Forces (trailed by Parker) covertly infiltrate the school and begin taking out terrorists. Meanwhile, Billy and his friends sabotage the detonator for the explosives, incapacitate several more terrorists with surprise attacks and lead the students and Gould to a secret basement chamber. Overwhelmed by the assault, Luis takes Billy at gunpoint and holds him in Gould's office, where Parker and commandos converge and kill him, the Dean being wounded in the process. The remaining terrorists are subdued and the students are liberated.
- Regis School
- Sean Astin as William "Billy" Tepper
- Wil Wheaton as Joseph "Joey" Trotta
- Louis Gossett, Jr. as Dean Edward Parker
- Keith Coogan as Jonathan "Snuffy" Bradberry
- George Perez as Ricardo "Ricky" Montoya
- T.E. Russell as Henry "Hank" Giles III
- Shawn Phelan as Derek "Yogurt" Case
- Knowl Johnson as Phil Donoghue
- Denholm Elliott as Headmaster Dr. Robert Gould
- Jerry Orbach as Albert Trotta (uncredited)
- Andrew Divoff as Luis Cali
- Michael Champion as Jack Thorpe
- Rafael H. Robledo as Carlos
- Thomas R. Trigo as Ruiz
- Jerry Valdez as Jorge
- Jesse Doran as Enrique Cali
- Mason Adams as FBI Dep. Dir. Otis Brown
- R. Lee Ermey as General Kramer
- Richard Travis as Security Guard Frank Ingram
- Stan Kelly as Sheriff James Role
The film was based on a novel by William P. Kennedy, the screenplay was written by the director Daniel Petrie, Jr. and David Koepp who has been responsible for many Hollywood blockbusters such as Jurassic Park. The main antagonist of the film was portrayed by Andrew Divoff, who has mentioned that his role as Luis Cali was his favourite role as a bad guy. The film was distributed by TriStar Pictures in the US and Warner Bros. Pictures overseas.
There is a real private school named Regis High School, located on the Upper East Side of Manhattan, although this school is a Jesuit school unlike the fictional school in the film which is not. The location of the fictional Regis School in the film is not geographically defined. The school's exterior scenes were filmed at The Miller School of Albemarle in Charlottesville, Virginia. Other exterior scenes were filmed in San Antonio, Texas, Richmond, Virginia and Waynesboro, Virginia.
Reviews were mixed. Roger Ebert gave the film one star out of a possible four, stating that "Since the plot of the movie is utterly predictable, we hope at least for some cleverness in the gimmicks. Here the movie is so disappointing that I wonder if the screenwriters were really trying."
The film was highly criticized for its violence.