Karen in Memphis

It's like that Dusty Springfield album except I'm not making music.

But I am in Memphis for the first time with a girlfriend who was born in Tennessee but apparently hasn't been back since.

It was going on midnight by the time our plane got in and raining just enough that our first impression of the city was a murky one. This much we did know: our hotel, the Madison (referred to as "the rakish younger brother " of the esteemed Peabody), was on the Mississippi River.

That pretty much guaranteed good walking and great views from the roof.

Despite big talk about a late night welcome libation, my companion was jet lagged after crossing one time zone and wanted nothing more than bedtime, so barely half an hour into the new day, we were horizontal.

Our first day in Memphis began in the opposite order it would have at home: a walk and then breakfast. Only in the light of day did we discover trolleys, radio studios, sundry stores and former brothels.

The Arcade, a venerable greasy spoon restaurant that looked to have its original counter stools and pink pleather booths, had been used in the filming of Jim Jarmusch's "The Mystery Train" and today served us breakfast - I carb loaded with biscuits, pancakes and bacon - while a film crew unloaded their equipment right across the street.

Seems that when you want picaresque Memphis, this is where you shoot.

From there, we walked to the Memphis Soul 'N Rock Museum along mostly deserted streets, wondering where all the people were while having no real idea where we were in relation to anything else in the city.

After an introductory video with tons of obscure footage of musicians playing (Al Green looking so young, his voice an angel's tenor), we began making our way through the museum itself with headphones and a device with which to hear more about any object that caught our fancy.

I was surprised at how much exhibition space was devoted to the sharecropping lifestyle, mainly because so many Memphis musicians - black and white - came from that kind of existence. Cotton was king (in fact, we had passed a Cotton Museum on our way over) and several white musicians credited their time in the fields as their initial exposure to black music.

You could practically trace the history of radios and juke boxes in the exhibit, along with the kind of clothing worn by country and soul musicians. Isaac Hayes' full-length mink coat was an eyeful.

Of course I learned arcane information, too.

Sam Phillips started an all-female station (WHER, duh) with women doing every job. In 1976, Bruce Springsteen scaled the wall at Graceland in hopes of meeting Elvis (he was escorted out by security).

Jerry Lee Lewis had all his clothes torn off by fans and a cop gave him his jacket to cover himself.

Johnny Cash was an unknown appliance salesman who'd recently gotten his first guitar when he walked into Sun Studio.

By the time we walked out of there, my head was swimming with the Memphis sound.

Although there was a shuttle bus going from the museum to Sun Studio, we wanted to walk it, eager for a look at another part of town (including passing the restaurant supply store) and see what we could see (W.C. Handy's birthplace, a blue shotgun house that had been relocated to the unlikeliest lot).

We were both struck with how old-fashioned the streets and blocks looked, the trolley tracks and vintage storefronts lending the streets a very 50s or 60s feel.

Sun Studio had a big crowd when we arrived, with many people enjoying a milkshake at the soda fountain or pawing through t-shirts inside while waiting to take a tour.

We opted out of all of it, saluting Sam Phillips and continuing on our way, my fellow traveler complaining about her sore thighs. I swear I hadn't walked her that hard yet.

Only then did we wander the streets until we found Avis to rent a car so we'd have one if we needed it and promptly took advantage of it to drive 5 miles to lunch.

Chef Karen Carrier's Beauty Shop restaurant didn't just start life as a real beauty shop, it was the beauty shop where Priscilla Presley had her beehive done, a place where estrogen reigned supreme and the smell of hairspray would've perfumed the air.

The place was adorable with groovy and colorful hand blown glass chandeliers over an enormous community table, mirrored walls with cakes, crepes and other specials written on them and metallic painted walls. The bar sinks were green, no doubt holdovers given their color.

Best of all, the original hair stations remained, now repurposed as booths with tables, mirrors above them. Each station was rimmed in glass blocks and just outside each was a curved glass alcove with a hair dryer and a two-top table.

Good friend that she is, I got to sit under the dryer.

The menu had some of the most creative greens I've seen in a while and my farmer's salad of mesclun, marcona almonds, mango, grilled shrimp, and avocado was a standout, just the kind of thing Priscilla might have nibbled on while getting a blowout.

For dessert, we chose one of the "snacks," warm grilled pears with a balsamic reduction and crumbled blue cheese.

Nibbling on a pear, my friend sighed and said that finally, now she felt like she was really on vacation: relaxed and happy.

From what I've seen so far, my guess is that's a big part of the Memphis sound.