B.B. KING'S BLUES CLUB sits at the corner of Beale St. and Second St. in Memphis. Large picture windows provide only a thin barrier between B.B.'s patrons and the Beale St. nightlife. Neon beer signs hang at the top, reflecting off the glass. The tables are covered with a black-and-white checkered plastic tablecloth, salt, pepper, sugar packets and a candle. All the tables next to the windows, where we sit, are on a platform raised above the rest of the club's first floor. The bar is on the left side of the joint, lit only underneath by a blue neon light illuminating the knees of the barflies. Opposite the bar, colored by green spotlights, sits an extensive stage, currently holding only the equipment for tonight's entertainment -- Smokin' Joe Kubek. For now, Eric Clapton sings "Wonderful Tonight" on the speakers around the club and three lonely couples sway to Slowhand's chords on the dancefloor between the stage and bar. The walls are covered with records and photos of the greatest stars of rock and the blues -- Wayne Jackson and Andrew Love, the Memphis Horns are next to our table. From above and across the restaurant the melodic murmur of people talking and eating mixes with the music, encompassing the restaurant. The only light comes from outside, coupled with dim spotlights and neon tubes scattered throught the place. Cigar smoke hovers in the light. Three middle-aged women at the next table, on a ladies' night out, have just lit one up, revelling in their wild ways. One takes the cigar from the one who lit it, and hesitating for a moment, puts the wrong end in her mouth. The table erupts in laughter, hoping they weren't spotted, but we saw. And, at the far end of the room, on the wall facing Beale Street, a single tube of neon spells out the one word that means more than any other at B.B.'s: Lucille.

ACROSS FROM B.B.'S sits the Blues City Cafe, a diner with the look of a 50s greasy-spoon joint in segregated Memphis. In windows above the entrance, the restaurant's name is spelled out in separate panes of glass -- B-L-U-E-S CITY C-A-F-E -- with the menu highlights advertised under each letter: Steaks - Shrimp - Tamales - Catfish - Beer - Music - Burgers - Liquor - Ribs. Pink, green, red and blue neon signs light up the windows and inside, the patrons dine at their tables in clear view of the counter and grill set out front. Beale St. club goers walk by -- some quickly, others more leisurely -- on their way to the Band Box and Tap Room on cool, cloudy Memphis night.