Barry has learned trumpet playing from Dan and goes to a nightclub with Valerie and Fitzbugh. There, they see the owner, Biff, who is a lousy trumpet player and owes money to a crook, Hanley. Barry loses the trumpet and he and Valerie get captured by Biff who prepares to reluctantly turn them to the SID to make enough money to pay off his debts to Hanley.

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