Earl Montgomery (Lawrence) is a cocky L.A.P.D. cadet who would probably be a great cop if it weren't for his rebellious behavior. When his attitude gets him kicked out of the police academy, he can only find employment as a lowly security guard at "National Security." After Earl accuses uptight police officer Hank Rafferty (Zahn) of harassment, Hank is stripped of his badge and ends up as a guard at National Security as well, where Earl's overzealous style of police work leads to the discovery of a sophisticated smuggling operation led by Nash (Roberts) and a possible police cover-up. Now everyone wants Earl and Hank dead - though they just may kill each other first.
The cast includes Martin Lawrence, Steve Zahn, Eric Roberts, Colm Feore, Bill Duke, Timothy Busfield, Wayne Morse, Robinne Lee and Troy Gilbert.