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I used to think that the last lines of Marc Cohn’s “Walking in Memphis” were dumb. Cohn was “walking in Memphis, but do I really feel the way I feel?”

That was before I went to Memphis, where I realized that Cohn was a genius.

Here I was, strolling along, laughing, having this fabulous time. All the while, though, the skies are threatening.

An old woman weeps openly at the National Civil Rights Museum while a busload of other tourists snap photos of the wreaths and cars parked outside.

Another woman stands alone in the rain at the tomb of Elvis in Graceland’s meditation garden while a child pushes a raft around the King’s pool and throngs try to pet the horses.

A visitor to the Napoleon exhibit brushes away a tear at the sight of the diadem the emperor presented to Josephine for their coronation.

Vitality, art, culture, beauty-but all are tinged with a sense of sadness or loss.

No wonder Elvis lost touch with reality. It took us only one weekend.

The turning point occurred when we were halfway through the Napoleon exhibit at the Cook Convention Center. Among the reconstructed rooms and more than 175 paintings, jewels, uniforms and maps brought together for this exclusive and opulent exhibit is the emperor’s coronation portrait by Gerard. He stands in a flowing ermine and jeweled cape, rings on his fingers, the beginnings of a paunch, at the height of his popularity.

“Sort of reminds you of Elvis at the beginning of his jumpsuit phase,” I said.

We took it and ran with it.

“Elvis had conquered the movies, Napoleon had conquered Europe,” said my friend, Mary.

“The leather was getting sort of tired-looking, so were the military uniforms,” I added.

“And how about Priscilla and Josephine-true loves they had to give up,” she said.

“And from this point on, both of them lost touch with reality,” I said.

This is not to trivialize this excellent exhibit, open through Sept. 22. It is well-organized, well-rounded and well worth the $11 admission fee.

At Graceland, the tour options are overwhelming and confusing. The various ticket packages are displayed on a large board over the ticket windows. We overheard the following conversation between two veteran visitors:

“I want to take the Platinum Tour.”

“No, that’s too much. We can take the house tour, then see `Walk a Mile in My Shoes.’ “

“Well, I don’t want to pay the extra $2.75 for the movie. I’d rather go on the Platinum Tour, then we can see his car collection and the `Lisa Marie.’ “

“You’re not reading right. The movie’s free. You’re confusing it with the `Sincerely, Elvis’ museum. And I’m not paying to go through some goofy airplane he named after his daughter.”

Guides are stationed in each room of the mansion, roughly 15 feet from each other. They seem compelled to begin their speeches simultaneously. You can hear none of what they have to say.

And we searched in vain for a flicker from the eternal flame at the head of Elvis’ grave. We were disappointed until assured by a repeat visitor that the eternal flame on a good day resembles a Bunsen burner.

Despite the rain, the screaming guides and the throngs, the trip to Graceland was enjoyable. The free movie “Walk a Mile in My Shoes” is full of funky clips from Presley’s films and of interviews at all stages of his life. Don’t miss it if you go.

Adding to the sense of the surreal were the following:

– A. Schwab’s Dry Goods. Lucky you if you arrive before owner Abram Schwab gets too busy. He greets early birds at the door with a souvenir package containing photos, postcards and a map of Beale Street attractions.

“I took this one myself,” he said. “See how the street’s changed.”

Not Schwab’s though. Inside, the store is a museum, and some of the merchandise for sale has collected more dust than the old candy machines and cash registers.

Among our purchases: plastic snakes for the garden, a collapsible toy dog, a metal toy helicopter, a women’s 100 percent cotton undershirt, a rubberband gun made of clothespins, and a straw hat.

We couldn’t find anything to suit us, though, in Schwab’s voodoo department.

– The National Civil Rights Museum. This place believes enough in the basic freedoms to let a homeless woman across the street wage a daily protest against the museum, housed in the Lorraine Motel, site of the assassination of Martin Luther King Jr.

See the movie first. It’s just long enough to hold attention, to whet the appetite for the galleries to come. Be prepared, though, to read; many of the galleries have lots of photos and newspaper clippings.

– The Police Museum: A graduate of the Officer Friendly program will answer all your questions.

“Yes, ma’am, it’s a working police station. The real criminals are back there.”

“Yes, ma’am, this is a plum assignment.”

The desk officer sits behind a 6-foot-high antique desk flanked by globe lights that say “DESK SERGEANT.”

He spends his duty hours telling passersby the history of the station and the district.

– The Peabody Hotel. It bills itself as “the South’s Grand Hotel,” but like Blanche Dubois, much of its Southern grace and beauty are fading. Most of the rooms sport a Chinese Modern, ’60s sort of decor. If you must go, request a room on the top three floors, which have been refurbished.

Twice daily, the lobby is the scene of a famous ritual, the march of the ducks. To the strains of “King Cotton,” four ducks emerge from the elevator and march to the fountain in the center of the lobby, to the cheers of the multitude.

After ducks take a walk, so should you

Accommodations: We wish we could recommend the Peabody. We can’t. The best we could do was $119 a night. The ducks and the Chinese Modern decor aren’t worth it. Head to the Peabody’s lobby for the duck ceremony daily at 11 a.m. and 5 p.m. or for a cocktail in the lobby. Try instead the Brownstone (901-525-2511) or the Radisson (901-528-1800) for less than $100 per night. Hotels near Graceland are less.

Getting around: The downtown attractions are within walking distance of the hotels. Or take a ride on the new Main Street Trolley, which runs between the National Civil Rights Museum and the Pyramid and costs just 50 cents each way, $2 daily. You can walk or take the tram to Mud Island, though you’ll need a car to get to Graceland.

For more information: Write to the Convention and Visitors Bureau, 50 N. Front St., Suite 450, Memphis, Tenn. 38103 or call 901-543-5333 from 9 a.m. to 6 p.m. Monday through Saturday, noon to 6 Sunday. For the Napoleon exhibit, call 800-755-8777 daily 8 a.m. to 8 p.m.