Pt 23 A pyramid, a storm, and a 30-pound catfish: sleeping Under Memphis’s Iconic overpass
Adventures in parking, storms, and tall tales beneath the Mississippi’s most unusual retreat and totally worth the stop!
What happens when a towering glass Pyramid, a surprise storm, and a legendary fishing bet collide? Our overnight RV stop in Memphis offered more than just shelter—it was an unforgettable adventure under the shadow of one of the world’s largest pyramids. From surreal elevator rides to the hum of highway life, we experienced the chaos and calm of RV living like never before.
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Pt 21 Discovering the art of Secret parking spots for a Safe Night’s sleep
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We left Oklahoma, bound for Ocala, Florida, and found ourselves resting overnight at the Bass Pro Shop in Memphis, Tennessee.
There’s so much to unpack about this structure that looms over the overpass and the mighty Mississippi River. It’s not just a store—it’s the sixth-largest pyramid on Earth, and its story is as fascinating as its silhouette.
Built in 1991, the Pyramid nods to Memphis’s namesake in Egypt, famous for its ancient pyramids. With a capacity for over 20,000 people, it was originally designed as a venue for sports and entertainment. It was home to the University of Memphis men’s basketball program, the NBA’s Memphis Grizzlies, and, fittingly, the Memphis Pharaohs of the Arena Football League (if only for a season). Over the years, it hosted basketball tournaments, boxing matches, and concerts featuring some of the biggest names in the industry.
What really put it on the map, though, was the massive boxing event between Lennox Lewis and Mike Tyson. For a time, the Pyramid buzzed with energy, but the novelty eventually fizzled out. By the early 2000s, it became “holy ground,” serving as the home for the Church of God in Christ’s international holy convocations from 2002 to 2006.
Now, here’s where it gets interesting—or at least it did for me. In 2005, Johnny Morris, the founder of Bass Pro Shops, was fishing on the Mississippi River with a couple of buddies. As they cast their lines and shared tall tales, Johnny glanced up at the Pyramid towering in the distance. That’s when an idea—an audacious, almost wicked idea—sparked. Turning to his friends, Bill Dance, the legendary angler and TV host, and Jack Emmitt, Bass Pro’s first fishing manager, Johnny declared, “If we catch a 30-pound catfish today, I’ll build a store inside that thing.” His fishing buddies laughed, brushing it off as just another fish tale. They spent the day enjoying the camaraderie, catching smaller fish, and swapping stories. But as the sun began to set, Jack felt a strong tug on his line. Slowly reeling in, careful not to lose the fight, he pulled up a wriggling 30-pound catfish right there, in the shadow of the giant Pyramid. And just like that, the deal was sealed.

In 2015, after $65 million in upgrades, the Pyramid reopened to the public, housing a 55-year lease for a Bass Pro Shops megastore. But wait, there’s more! At the base of the Pyramid is an elevator that whisks you up to the Big Cypress Lodge, a 100-room rustic retreat that feels like stepping into a luxurious hunting lodge. Imagine being transported to an "up north" getaway, lost somewhere deep in the woods, surrounded by towering cypress trees and tranquil waters. Inside, balconies line the lodge, offering cozy spots with rocking chairs perfect for people-watching as you overlook the Bass Pro Shop below—set up like a sprawling outdoor wonderland, complete with ponds, aquariums, and woodsy décor.
Step into the country’s tallest free-standing elevator and ascend 28 stories in a glass-enclosed ride, offering a floor-to-ceiling view of the Pyramid’s grandeur. At the top, you’ll find the Lookout at the Pyramid, a restaurant with floor-to-ceiling windows and a glass observation deck that offers the best panoramic views of downtown Memphis and the mighty Mississippi River. It’s the perfect spot to sip a cocktail and imagine the day Jack reeled in that legendary 30-pound catfish.
If the Lookout’s menu doesn’t tempt you, head back to the main floor for a more casual bite at Wahlburgers Wild, where you can indulge in upgraded tater tots, bacon mac and cheese, and dishes topped with nostalgic government cheese. Or, check out The Fishbowl, an island-themed bar offering a limited pub-style menu. It’s a great spot to catch up with friends, watch a game, or swap fishing stories while surrounded by the glow of the 13-lane underwater-themed bowling alley and live sports playing on massive TVs.
For a magical evening, time your elevator ride just right and experience Memphis at night, with its illuminated skyline and the shimmering Lights on the Hernando de Soto Bridge, best enjoyed over dinner at the Lookout. Or, if you’re staying at Big Cypress Lodge, unwind at The Den, the third-floor lobby bar and lounge, where you can take in sweeping views of the retail store and swamp environment below. Feeling nostalgic? Grab a s’mores kit at the front desk and roast marshmallows over the fire pit on the Mississippi Terrace, swapping adventure stories under the stars. And for the ultimate indulgence, order in-room dining and savor it on your private balcony, your own little oasis above the world.
For the adventurers, there’s no shortage of activities. Try your hand at the archery or pistol range, or lose yourself in the 535,000-square-foot Bass Pro Shops, complete with 100-foot-tall cypress trees, 600,000 gallons of water, and 36 varieties of native Mississippi River fish swimming throughout the store. Marvel at the aquarium, showcasing species native to Tennessee, or, if you’re lucky, catch a live fish feeding. Don’t forget to grab some delicious fudge at the General Store, immerse yourself in the Ducks Unlimited Waterfowling Heritage Center, or daydream about floating the Mississippi in one of the sleek pontoon boats on display.

If we could have explored that day, , we would have pampered ourselves with a stay at the lodge, soaking in a luxurious tub while Jaggies and Zazu enjoyed paw massages from their very own masseuse. Instead, we "roughed it" under the overpass, braving a freak storm that blew in out of nowhere. Talk about an adventure!
If you’re lucky enough to have a smaller RV that fits into a regular parking space, the north side of the Pyramid on A.W. Willis Avenue or the back of the structure offers a relatively quiet overnight refuge. Tucked away, it feels like a hidden gem, shielded from the chaos of downtown Memphis. For larger rigs like ours, however, the options are more limited. Big rigs must park on the Highway 40 side, off Bass Pro Drive, under the looming shadow of the Hernando de Soto Bridge. There, the web of on-and-off ramps creates a concrete jungle of overpasses and cloverleaf curves.
For seasoned RV enthusiasts who’ve learned to sleep through just about anything, it’s not a bad spot. In the summer, the steady hum of air conditioners drowns out the distant drone of highway traffic. But on cooler evenings, with the windows open, the hum transforms into a steady, almost rhythmic soundtrack of vehicles passing overhead. It's not unpleasant, just a reminder that you’re still tethered to the pulse of a city. Thankfully, the presence of 24-hour patrolled security brings a sense of calm, allowing you to drift off with peace of mind.
This spot also afforded us a rare luxury: enough space to fully extend our slides. We took advantage of the extra room, relishing the temporary comfort—until an unexpected storm rolled in, turning our quiet refuge into a scene straight out of a disaster movie.
The wind arrived suddenly, swirling through the overpass with ferocity, carrying with it a cacophony of sharp whistles and low howls as it ricocheted off the concrete walls. Debris danced wildly through the air, clattering against our motorcoach like a hailstorm of urban shrapnel. We scrambled to pull the slides in, adrenaline surging as the gusts seemed to gain strength with each passing second.
Rain followed in relentless sheets, a silvery curtain that blurred the outside world. Yet, despite the downpour, we were shielded from the worst of it, safely tucked beneath the overpass. It was the wind that truly astonished us—how it managed to howl and whip with such force in a space enclosed by towering concrete. The sound was a mix of rushing air, creaking metal, and the occasional deep groan as the storm tested the limits of its surroundings.
Finally, the tempest began to wane. With the winds subsiding and the rain tapering off, we exhaled deeply, relief washing over us as we realized we wouldn’t be whisked off to Oz. Exhaustion set in quickly after the storm’s adrenaline-fueled chaos, and we fell into a surprisingly restful sleep, the muffled hum of highway traffic above us acting as an oddly soothing lullaby.
Morning arrived with the bustling sounds of a pandemic rush hour, a trickle of engines, and a roaring semi tractor trailer roared along, vibrating the under metal of the overpass waking Memphis up. It was our cue to do the same. With the rising sun casting a warm glow over the bridge, we packed up, fueled by coffee and a renewed sense of adventure, and pointed our rig toward the open road. We carry to Ocala.
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Need to catch up?
Pt 21 Discovering the art of Secret parking spots for a Safe Night’s sleep
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~Karen
Nothing like RVing in extreme weather. I was there with you in that chunk of the story!
I was in a campground once where a tornado passed 200 yards away from us in the bush. It came up suddenly and we had not much warning so all the slides and awnings were out. Everyone there lost their awning. I was trying to put mine in when it ripped right out of my hands and folded over top. Gave up and I went inside. Went back out after and saw all of the trees ripped right out of the ground.
Interesting story about the Pro Bass Shop and your adventure of sleeping by the Pyramid!