Seeking coveted hands-on instructional experience, and to convert prostitutes, a modern-day music-education student at California State University, Long Beach teaches melodies to the hookers working at a Los Angeles massage parlor.

SYNOPSIS:

20-year-old ANDREA MCKEOWN, a high school softball phenom now studying music education at California State University, Long Beach, is determined to get herself some hands-on teaching experience as a new school year begins.

For this spirited ex-pitcher, the search proves fruitless...until she connects with a massage-parlor ad in the "Personals" section of the Los Angeles Times. It's a head-scratching move in the eyes of roommates (and fellow Long Beach State students) CAROLE NEUMANN and MARTHA LOUISE GUIDRY...but Andrea answers the ad anyway.

The next day, armed with a plan to teach black dots to the parlor's hookers (a plan that includes becoming a hooker herself!), Andrea arrives at that Tinseltown firm, located in a fifty-four-room mansion on Sunset Boulevard, and auditions on its outgoing and sexy owner, MARY NELLE O'REILLY, who hires her the day after that.

It isn't long before Andrea springs a questionnaire on her new boss and Andrea's new fellow prostitutes: Playfully-sarcastic SIDNICE STEVENSON, straightlaced- and married- FRANCES LANGFORD, eager HILDEGARDE JACKSON, businesslike T.L. THOMPSON, tough JOCELYNNE NETTLETON, amateur counselor PATIENCE WADSWORTH LONGFELLOW, and rebellious ALFREDA MONTGOMERY. What's more, Andrea proves so successful in her new job that she rents a U-Haul truck and loads it up with newly-purchased musical instruments...enough to outfit a band.

A band consisting of Andrea and her coworkers, that is.

But before she can realize her dream of a "jazz-rock-R&B-funk kinda fusion," Andrea gets the other hookers and Mary Nelle to each pull a piece of paper out of a baseball cap. Each slip's got the name of an instrument.

Turns out drummer T.L. and one-time high school trombonist Patience have a carload of talent, with tenor sax player-trumpeter Hildegarde, bassist Mary Nelle, and pianist-organist Sidnice not far behind. But none of that sounds good to hyperactive ROCK RYCKMAN, one of the pimps to Mary Nelle's hookers. His message to Andrea: "You...gonna be in the life or not?"

But Andrea and her rapidly-learning students get to the point where they're rehearsing together. And that rapid progress leads to the budding band, now called the Rust Spots, landing a gig at a new event called "Mayfest." The whole thing, though, leads to Rock violently busting up a rehearsal.

With Mary Nelle's out as a practice place, the Rust Spots get ready for Mayfest by using a couple of Los Angeles churches. And the transformation of the Spots into a real band, rather than eight hookers and a madam jamming, continues...until Andrea's students find out from Rock that the whole thing's all about Andrea's pursuit of an internship grade. Result: A boycott of Mayfest by Andrea's coworkers.

At Long Beach's Whaley Park, the Mayfest site, the audience gets Andrea's pizza-parlor ragtime piano act from her high school days. While an initially-stunned crowd slowly warms up to old-time ivory tickling, Patience exhibits a change of heart and slowly gets the remaining hookers and Mary Nelle to change their minds and join Andrea at Mayfest.

After the other Rust Spots set up during Andrea's Civil War medley, it's jazz-rock-R&B fusion from then on...and the nine women turn Mayfest out. With the first gig a success, Andrea, Alfreda, and Mary Nelle strike a deal with Rock and fellow pimp DUKE FOREMAN that the Spots quit the life in two years and become a full-fledged band.

Plus: With the other Spots' blessing, LEROY FOSTER, Andrea's counselor at Long Beach State, announces that he'll see to it that Andrea gets "some kind of grade for this."

ANDREA