At the Sheldon R. Wienberg Academy, four young teens are sent to school and learn the discipline that the school teaches. Almost immediately, they don't like what is going on. Along the way, they plan their own actions from looking for girls to holding a party without the faculty's knowledge.
The film was neither a commercial nor critical success when it was originally released, and was disowned by both the staff of Mad magazine and actor Ron Leibman (who, despite his sizable role, had his name completely removed from the credits and promotional material). Besides paying Warner Bros. $30,000 to remove all references to Mad from the film when it was released on home video, Mad's publisher William Gaines issued personal handwritten apologies to every person that wrote the magazine to complain. However, the film developed a small cult following. Following Time Warner's purchase of Mad (and after Gaines' death in 1992), all references to the magazine were reinstated on cable television. In 2006, the original version of the film was issued on DVD.
Make up effects wizard Rick Baker designed the Alfred E. Neuman masks for the film.
It was directed by Robert Downey Sr., and starred Wendell Brown, Tommy Citera, Harry Teinowitz, Hutch Parker (younger brother of Parker Stevenson and now known as movie executive J. Hutchison), Tom Poston, Barbara Bach, Stacey Nelkin, Ralph Macchio (his screen debut) and King Coleman. The movie was filmed entirely in Salina, Kansas, mostly on the campus of St. John's Military School
A young Robert Downey Jr. appears as an extra in some soccer scenes