Will arrives for his last year at Military Academy, in the Deep South USA, in the 1960's. A black student, Pearce, has been accepted, for the first time and Will is asked to keep an eye out for the inevitable racism. The racists come in the form of The Ten, a secret group of the elite students. They want Pearce to leave on his own free will, but are prepared to torture him to make it 'his free will'. Will is forced to help Pearce and he is prepared to risk his own career to do so.
David Keith
as Will McLean
Robert Prosky
as Col. 'Bear' Berrineau
G. D. Spradlin
as Gen. Bentley Durrell
Barbara Babcock
as Abigail St. Croix
Michael Biehn
as John Alexander
Rick Rossovich
as Dante `Pig` Pignetti
Mitchell Lichtenstein
as Tradd St. Croix
Mark Breland
as Tom Pearce
Malcolm Danare
as Poteete
Judge Reinhold
as Macabbee
Bill Paxton
as Gilbreath
Dean R. Miller
as Gooch
