On the second night of their journey, Silvia and Cosmo make it to Memphis, Tennessee, where Silvia has a friend, Clay, who is Blues musician. When he tells Cosmo that he moved there to study the Blues, Cosmo assumes that he is attending a school in the area. When Clay explains to him that he is not attending a school, Cosmo realizes that the act of learning and studying does not necessitate the presence of a school, and this realization is profound for him. He is touched by Clay’s passion for life which comes from his pursuit of something he loves- playing the Blues.

Memphis is indeed the city of Blues. It’s also famous for its delicious barbecue, and Cosmo insist on going to a barbecue place as soon as they arrive in the city. Being a strict vegetarian, Silvia is not thrilled with the idea but she happily finds some macaroni with cheese and collard greens at the restaurant. Afterwards, they meet up with Clay who lives in the South Main Historic District of Memphis. Once a bustling business center, this area became abandoned in the early 1960’s.  In the 1980’s, this area began to see a revival, and now there are several boutiques, restaurants, galleries and night spots that keep the area vibrant. As Cosmo looks at the buildings in the area that were at one time used as manufacturers, he contemplates a time  in the history of the United States “when things were actually made in this country.”