Having visited Memphis before, I knew the Blues City was a place my husband and I would enjoy. I wasn't sure what our boys, ages 7 and 9, would think.

Having visited Memphis before, I knew the Blues City was a place my husband and I would enjoy. I wasn't sure what our boys, ages 7 and 9, would think.

They love barbecue, knew Elvis had a mansion there and liked the idea of staying in a hotel with live ducks in the lobby, so we were off to a good start.

We opted to drive the 580 miles, splitting the trip over two days on the way down. Flush with electronics and snacks, the boys enjoyed the road trip.

WHAT TO DO

Children's Museum of Memphis (2525 Central Ave., Memphis 38104; 901-458-2678

After being cooped up in the van for several hours, we decided our first stop would be the Children's Museum of Memphis. The kids were immediately attracted to the FedEx Airplane display, which features a conveyor belt for loading packages onto the plane.

From there, they darted over to the Skyscraper, an awesome wood-and-net climbing structure. They also checked out Great American Airways, an exhibit where kids feed balls and scarves into clear, pneumatic tubes to experiment with airflow. A family favorite was the CMOM-TV station, where the kids stand in front of a green screen and choose a film clip. The boys cracked themselves up reporting on a hurricane.

We spent several hours in the museum, which has exhibits geared for ages 12 and younger. It definitely provided opportunities for the kids to run around, learn a little something and be silly. It was the first of many fun-filled, educational attractions.

Cost: $12; COSI members 50% off

Hours: Daily 9 a.m.-5 p.m. Closed Easter, Thanksgiving and Christmas Day.

Memphis Rock 'n' Soul Museum (191 Beale St., Memphis 38103; 901-205-2533

We really appreciate the city's musical contributions and wanted to be sure the boys took in some of that history. During the car ride, we listened to music recorded at Sun Studio and talked about the famous people who performed there.

We decided a visit to the Smithsonian-affiliated Memphis Rock 'n' Soul Museum might help put things in perspective. The tour starts with a movie that offers a great introduction to the city and its music. The boys were excited to receive headsets and follow the audio tour that includes lots of music - everything from songs sung by sharecroppers in the 1930s to the hits recorded at Sun Studio, Stax Records and Hi Records. (Music fans can learn even more about the region's contributions by visiting Stax Museum of American Soul Music, and Sun Studio.

The Rock 'n' Soul museum highlights how black and white musicians came together to create a new style of music. Having just celebrated Black History Month at school, the boys appreciated the stories. It was a positive framework for discussing segregation and the Civil Rights Movement.

After the tour, we headed over to A. Schwab (163 Beale St.) for a snack. The old-time general store has a soda fountain and a great candy counter.

Cost: $11, adults and $8 for kids ages 5-17

Hours: 10 a.m. to 7 p.m. daily

WHERE TO GO

Beale Street

In the 1920s, Beale Street was the place to be. It hummed with nightlife, clubs, theaters, gambling and live music. It's still a great place to soak up the flavor and history of Memphis. There are plenty of places to hear music, shop for souvenirs and mingle with the locals. During our trip, we ran into bluesman Clyde Hopkins standing on the sidewalk star bearing his name, hawking his latest CD and reminiscing about Elvis.

Gibson Guitar Factory (145 Lt. George W. Lee Ave., Memphis 38103; 901-544-7998, ext. 4075

Located across the street from the Memphis Rock 'n' Soul Museum, the Gibson Guitar Factory invites visitors to watch local craftsmen create its world-famous guitars. The 45-minute tour through the factory held the boys' interest but is definitely geared to older kids and adults.

Cost: $10

Hours: Tours given hourly from 11 a.m.-4 p.m. Monday-Saturday and 12 noon-4 p.m. Sunday. Reservations are recommended.

Graceland (3734 Elvis Presley Blvd, Memphis 38116; 901-332-3322

No visit to Memphis would be complete without a visit to the home of The King of Rock 'n' Roll. The boys appreciated the grandeur of the house and the novelty of the Jungle Room and some of the other more garish decorations. They also were impressed with his collection of cars, motorcycles and planes. They could have skipped a few of the specialty tours focusing on his movies and clothing.

Cost: The mansion tour costs $34 for adults, $30.60 for seniors and children ages 13 to 18 and $15 for children ages 7 to 12. Kids 6 and under are free. Tours of Elvis' airplanes, the car museum and special exhibits cost extra.

Hours: Summer hours are 9 a.m.-5 p.m. Monday-Saturday and 9 a.m.-4 p.m. Sunday

The Peabody Hotel (149 Union Ave., Memphis 38103; 901-529-4000

The boys were extremely excited about staying in a hotel that allows ducks in its fountain - and they weren't disappointed. They loved the historic hotel's red-coated doormen and posh lobby, home to the Peabody ducks.

The ducks first arrived in the lobby fountain in the 1930s when the hotel's general manager and a friend returned from a hunting trip with live ducks they had used as decoys. The men, who had enjoyed a little too much whiskey on the trip, thought it would be funny to put them in the fountain.

When he awoke the next morning, the embarrassed hotel manager tried to remove the ducks but the hotel guests cried foul. They wanted them to stay. The ducks soon became a fixture.

In 1940, a hotel bellman and former circus worker offered to train the ducks to march to and from the fountain. He became the first Peabody Duckmaster, and the tradition of the Peabody Duck March began.

Every day at 11 a.m. and 5 p.m., under the direction of the current duckmaster, the animals march into and out of the fountain. The well-attended event is open to the public.

Guests of the hotel can purchase a package that allows them to serve as honorary duckmasters and assist in the proceedings.

Helping the Duckmaster was a highlight of the boys' Memphis trip. They were enthralled as he told the story of the ducks and were delighted when the ducks, at their urging, exited the fountain and waddled across the floor and into the elevator.

Cost: Rates start at $229. The Ducky Day Family Package starts at $340.

The Pink Palace Family of Museums (3050 Central Ave., Memphis 38111; 901-320-6320

We weren't sure what to expect from this strangely named venue but since the local tour book described it as "classic field trip material," we took a chance and visited. We were immediately intrigued by its vast natural history exhibits, chronicling everything from how animals adapt to their environment to the formation of the oceans. The museum has fabulous collections of fossils, minerals and taxidermy. We also liked the miniature circus display, the Civil War artifacts and the display about growing cotton. We joined some local students for a show in the planetarium that explained different elements of the night sky. We could have easily spent an entire day exploring the facility, and it will be at the top of our list if we ever return to Memphis. We also had a delicious and affordable lunch of soup and sandwiches in the museum's Bella Café.

Cost: $6.25 for children ages 3-12,$11.25 for seniors and $11.75 for adults. COSI members free. The planetarium and IMAX movies cost extra.

Hours: 9 a.m.-5 p.m. Monday-Saturday and 12 noon-5 p.m. Sundays