IN "SUGAR Town," Allison Anders and Kurt Voss's lighthearted take on the Los Angeles music scene, just about everyone is seeking success in the entertainment business. Even in its outermost rings.

Some are new at the game. Others are trying to make comebacks. Who are these frustrated souls? There's Clive (John Taylor of Duran Duran), a British rocker who dreams of reliving the halcyon glory of the 1980s for himself and his band -- most of whom seem to have stumbled off the set of "This Is Spinal Tap."

For Clive's band, stymied by a lack of industry interest in their album, success comes down to straight-ahead seduction. Their manager tells them that Jane (Beverly D'Angelo), a sexually bored, beautiful, extremely wealthy widow, has a thing for band member Nick (Michael Des Barres, a former member of Power Station). If Nick were to visit Jane and make her feel good, Jane might just independently finance the album.

It makes sense to everyone but Nick, a wizened rockster still stuck on the days when he enjoyed a regular diet of young groupies. To make love to a woman anywhere close to his age is an affront to his manhood. No fame is worth that kind of degradation.

Also factoring in this low-budget, ensemble movie: Clive's wife Eva (Rosanna Arquette), who wants to jump start a short-lived acting career as a horror movie star; Carl (John Doe, formerly of the band X), a guitarist who is torn between his wife (Lucinda Jenney) and va-va-voomer Rocio (Lumi Cavazos); and Gwen (Jade Gordon), an aspiring rock singer who is to this world what Anne Baxter was to "All About Eve."

A keen student of pop history, Gwen ingratiates herself with minor celebrities so she can climb to the top. When Clive's manager Burt (Larry Klein) looms large in Gwen's sights, she reaches gently for the trigger.

It doesn't matter to Gwen that Liz (Ally Sheedy), whom she cleans house for, has already staked her claim on Burt. After persuading Liz to wear a dowdy painting smock on a date with Burt, Gwen waits for their return, dressed in a sexy, painted-on dress. She asks Burt for a ride home.

"Sugar Town" may not rock the joint. But then, it isn't trying to. Anders (who made "Gas Food Lodging" and "Ma Vida Loca") and Voss, who co-wrote and directed the movie, are content enough to hang out with its musically driven, emotionally frustrated characters, strumming humorous chords whenever appropriate. And given their sorry status in the network of schmaltz pop, that's probably just the right tone for most of these silly, tortured souls.

SUGAR TOWN (R, 93 minutes) -- Contains obscenity and nudity. At the Cineplex Odeon Inner Circle 3.