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The small Mississippi port of HELENA , roughly sixty miles south of Memphis, was once the shipping point for Arkansas's cotton crop, when Mark Twain described it as occupying "one of the prettiest situations on the river." A small historic district bordered by Holly, College and Perry streets reflects that brief period of prosperity, before the arrival of the railroad left most of the river towns obsolete; today Helena's central core is little more than the slightly run-down Cherry Street on the levee.

That said, there are three good reasons to visit Helena. Musicians among its large black population have ensured that the town is an important stop for Delta blues enthusiasts - no great distance from Clarksdale, Mississippi, it hosts one of the country's leading blues festivals every October. Radio station KFFA (1360AM) with living legend "Sunshine" Sonny Payne, a DJ who started out in 1941, still broadcasts the long-running King Biscuit Time Show (Mon-Fri 12.15-12.45pm) from the foyer of the Delta Cultural Center , in the old train station at 95 Missouri St, at the end of Cherry Street; visitors are welcome. Helena was for many years the home of harmonica great Sonny Boy Williamson II ("Rice" Miller) , and featured in intimate detail in many of his (usually extemporized) recordings. He used to advertise Sonny Boy's Biscuit Meal on the radio show, and it continues to maintain the illusion that he is present in the studio. Each fall, on the weekend before Columbus Day, the city holds the King Biscuit Blues Festival (tel 870/338-4350, /), which is free and attracts some big name performers.

The Cultural Center , 141 Cherry St, itself is excellent, covering, among other things, the first settlers of this soggy frontier, contemporary racism and, of course, the region's musical heritage (Tues-Sat 10am-5pm, Sun 1-5pm; free; tel 870/338-4350, ). You can buy - and hear - a great assortment of blues records at Bubba Sullivan's Blues Corner, nearby in the small mall at 105 Cherry St (tel 870/338-3501): Bubba himself is a mine of friendly information on local music gigs and events.

For some unexpected historic artifacts stop by the Phillips County Museum on 623 Pecan St, adjoining the library (Tues-Sat 10am-4pm; free; tel 870/338-7790). Here, besides paintings, period clothing, Native American arrowheads, a working model phonograph and a variety of other items on display, you'll find letters written by General Lafayette, Charles Lindbergh and Robert E. Lee, as well as Samuel Clemens (Mark Twain).