People who brunch on Saturdays expect a few things at 49 West Coffeehouse: the clink and clatter of plates, spirited chatter among the patrons and light jazz playing in the background.

Often the music comes from a back room of the coffee shop and eatery where musicians cook up tunes so enticing that folks come from miles away to listen.

The jazz that's filling that back room comes from the members of Jeff Antoniuk's Jazz Band Master Class, a varied mix of men and women who have signed up to sit with saxophonist Antoniuk twice monthly to learn how to play the way he does.

This class, which has been meeting since mid-January, is composed of 21 people who divide into three groups and learn from Antoniuk how to improvise or freely string together notes and eventually play in front of audiences.

In a city known for its talented artists -- painters, sculptors, musicians and filmmakers -- Antoniuk and his students fit right in.

Bette Stallman, 30, of Frederick, said she likes the class because it allows her to grow with other budding musicians.

Like several of her fellow students, Stallman sort of happened onto Antoniuk. She had a full-time job working for a nonprofit wildlife protection advocacy group, but jazz had always been her side project. Although she worked hard at her music, she has always struggled for exposure. Then her piano teacher told her about Antoniuk and his master jazz class.

"This is the only chance I've had to really get together with other beginning jazz musicians, rehearse and jam in a semi-instructed manner," said Stallman. "It's almost altruistic for Jeff to come up with this idea because the only other option is to sit in with a jazz musician at a nightclub, and frankly, it's terrifying. Most of us haven't majored in music, so we don't have those connections, and if you don't have that, you have nothing."

It's a cool spring evening and Antoniuk, a resident of Annapolis and professor of saxophone at Towson State University, has just settled down for a sandwich and iced tea at 49 West. Those who know him describe him as dynamic, almost theatrical because of the way he uses his hands and maneuvers his eyes and mouth when he speaks. Sporting a mess of curly brown hair, a wide smile and a deep, hearty laugh, he looks and sounds every bit like a musician.

"I've been really fortunate," said the Canadian-born Antoniuk, who still carries a bit of his native accent. "I didn't really market myself one way or another. There's been a lot of word of mouth, a lot of people recognizing me from playing in public."

Antoniuk has accumulated an extensive background. He earned two music degrees from the University of North Texas. While there, he also performed with the One O'Clock Lab Band, an acclaimed college band. A composition he wrote won the 1998 Billboard songwriting contest for best performance, and he has toured small towns in Iowa and Arkansas and large venues in Japan and Korea, where he has played with the likes of Doc Severinsen, Natalie Cole and Freddie Hubbard. He has been teaching students for years through private lessons.

But what may have had the most impact on his musical life is the Unified Jazz Ensemble, the quartet Antoniuk co-founded and now co-leads.

Now, at age 38, Antoniuk, a husband and father of a young child, wants to share what he has learned with closet musicians or people who want to be musicians but, for whatever reason, have not been able to make the leap.

Twice a month for two hours, Antoniuk meets with wannabe musicians such as Stallman and her fellow students Andrea Brim, a saxophonist and social worker from Easton, Baltimore psychiatrist and trombone player Tony Lehman and software engineer and guitar player John Horstkamp of Reston.

To join the class, students must be proficient on their instruments and have some knowledge of scales and chords and other music reading ability. They must also have some improvisational experience, even if that just means jamming alone in their basements, Antoniuk says. Students who already compose music are welcome to bring their work to the class for Antoniuk to review; he also helps students arrange their music. Participants pay $60 per session.

The class has split up into three groups, and two of the groups are slated to debut their arrangements in a concert at 49 West at 6 p.m. on June 13.

"This is just a beginning," said Antoniuk of his class and how he'd like it to grow. "Why can't Annapolis be known for its jazz?"

Giles Roblyer, 29, of Annapolis, has been taking private lessons from Antoniuk for the past two years and participates in the master class.

The music student is writing a novel with a jazz theme, so he decided take up the tenor saxophone and study with Antoniuk, in part to help him develop the characters and passages in his book.

"It gives you a chance to explore at the same level," said Roblyer, referring to himself and his music instructor. "Jeff might not be a world-famous musician, but he's a technical virtuoso," he said, noting that he likes the way Antoniuk teaches improvisation and music theory in a way that helps his students understand why notes are played differently.

Antoniuk explains that his master class is not for those who want to pop in and pop out. He said joining the class requires a commitment, especially for those who are serious about making a living or working at their music professionally.

"Some members of my class want to be professionals," said Antoniuk. "I really wanted to design [the class] so that [the students] wouldn't want to drop out every three weeks and so they could have a goal to achieve in the end."

But not all about the class is serious. Every now and then, Antoniuk will crack a joke and make his students laugh to break up the sometimes intense study sessions. On one recent day, Antoniuk took his usual place in the back of 49 West, standing quietly and looking on intently as his students blew into or strummed their instruments.

"As an adult, it's more discouraging than it is for a kid to make a mistake," said 56-year-old Chevy Chase resident Glenn Spiegel, who plays the saxophone. "But now I can get up there, and it no longer bothers me."

Spiegel said he was barely able to play scales on his saxophone when he began working with Antoniuk five years ago; now he is playing the big band music he's always loved.

"I really needed someone to help me get back in touch with music," said Spiegel. "What's great about Jeff is that he goes beyond just explaining, and decomposes your problem areas into different tasks and skills."

Indeed, teaching is what Antoniuk loves to do.

"I remember what it was like," he said of the times he was learning to play and then improvise. "And I constantly put myself in other people's shoes."

Music teacher Jeff Antoniuk, right, works with pianist Michelle Coffee during one of his twice-monthly jazz master classes at 49 West Coffeehouse in Annapolis. Antoniuk's sax; he is a professor of saxophone at Towson State University.Guitarist John Horstkamp is one of Antoniuk's students. For many of the students, music has been an avocation.Saxophonists Ken Matthews, from left, Glenn Spiegel and Owen Dall jam at 49 West Coffeehouse. Some of Antoniuk's music students are scheduled for a debut performance at the coffeehouse next month.