Roll along the river. In some towns along the Mississippi, you barely know the river's there. Not so with Memphis. Spots at which to picnic or have cocktails while watching barge traffic or taking in phenomenal sunsets include the mile-long Tom Lee Park, the grass-covered roof of the new Beale Street Landing, and the festive rooftop bars of the Peabody and Madison hotels. Walk (or drive) to Mud Island, the peninsula a mile from downtown that boasts a Mississippi River Museum and a scale model of the lower Mississippi. Or get out on the water—Memphis Riverboats (memphisriverboats.net) offers sightseeing tours on triple-decker paddle wheelers.

Take a music lesson. Beale Street, with its statue of W. C. Handy, is ground zero for blues clubs and musical venues, including Rum Boogie (rumboogie.com) and B. B. King's (bbkingclubs.com), where Ruby Wilson, "the queen of Beale Street," reigns over the elegant upstairs restaurant, Itta Bena. At the end of the street, acts like Jack White play the New Daisy Theatre (newdaisy), while farther afield, beloved dive bar the Buccaneer Lounge (901-278-0909) offers everything from country to garage punk. In the daylight hours, dig deeper into the city's musical history at the Gibson guitar factory (gibson.com) or the Stax Museum of American Soul Music, on the original site of Stax Records (staxmuseum.com). At Sun Studio (sunstudio.com), tour the birthplace of rock and roll, record your own demo tape, and sample the city's best malted (the lobby boasts a soda fountain with red vinyl–covered barstools).

Become a BBQ buff. Memphis, which hosts the World Champion Barbecue Cooking Contest each May, features everything from pulled pork to BBQ spaghetti, a local favorite. Try the bare-bones Payne's (901-272-1523) for the best chopped pork sandwich; the Bar-B-Q Shop (901-272-1277) for wet or dry ribs and BBQ nachos; or A&R (901-774-7444) for succulent pork, delicious fried pies, and a killer caramel cake. Charles Vergo's Rendezvous (901-523-2746) is still the granddaddy—and, for a BBQ joint, downright swanky.

The lobby of the Peabody hotel.