It was Barbara Elliott's second time at Beale Street Music Festival. Her first time was in 2012 when it was quite a bit warmer and drier.
"This one is a lot wetter, colder, muddier," says Elliott, "We just decided we would tough it out and come."
She's one of hundreds who bundled up in boots, heavy coats and ponchos to trudge through the mud and winter-like temperatures listening to the sounds of Music Fest.
Music Fest-goer Krista Ward from Fort Wayne, Indiana, says, "It seems like the weather kind of traveled with us from Fort Wayne. We totally thought it was going to be warm."
Many skipped the cold beer outside for a warm meal inside before heading to Tom Lee Park. From barbecue to vintage rain gear, the cold weather and Music Fest crowds meant even more boots in downtown businesses.
"You have this many people coming into town looking to eat good barbecue," says J.C. Youngblood, Manager of Central BBQ, "And fortunately for us everyone thinks that we have good barbecue so we've had a line out the door just about all day."
Anna Avant, owner of Hoot+Louise, says before hopping from stage-to-stage at Beale Street Music Fest in the afternoon, people hopped from store-to-store in Downtown Memphis.
"They don't really have anything else to do before it starts so they're down here eating, walking around, riding the trolley, seeing what's around," says Avant, "So you get a lot of people wandering in that way."
Paul Barnes from Fort Wayne, Indiana, says part of the experience of coming into Memphis for Music Fest is visiting the local stores and restaurants.