Step into the Cotton Museum in downtown Memphis and it's not hard to imagine a room full of cigar smoke and dozens of men in fedoras, white shirts and vests shouting into the museum's antique telephones or intently coaxing apart cotton fibers.

The museum was once home to the Cotton Exchange, where scenes like the above were an everyday occurrence. The Exchange floor, once the workplace of a privileged few, is now a museum and has been restored to its 1939 condition.

Cotton's history resonates here.

You can stand beside the very phone booths used by legendary cotton men — and hear oral histories about everything from the cotton fields to Front Street. Exhibits include an authentic Western Union telegraph office, used to constantly update the merchant offices down the block.

Ten feet off the floor is a massive trading board, with 1939 prices hastily scribbled in chalk. Look higher and you can see the story of cotton in pictures as told in a 135-foot custom mural created by renowned Memphis artist David Mah.

There are also photographs, archival video and artifacts on display at the museum located on the bottom floor of the Cotton Exchange Building, at Union and Front streets. The Cotton Museum opened in 2006 and is now planning its first expansion (see story on Page 2).

The museum's 40-something oral histories and six exhibit-quality videos were produced by Memphis videographer Willie Bearden. Most of the still photographs were collected from the Memphis Room in the Memphis Public Library, the Special Collections exhibit at the University of Memphis and the U.S. Library of Congress.

The latter includes a huge collection of photographs from the Farm Security Administration. In the early part of last century, the FSA sent photographers all over the South to capture everyday life in the region.

Motion footage came from the U.S. Corps of Engineers, the Library of Congress and from Sumner, Miss., cotton producer Frank Mitchener, who donated footage shot by his father-in-law back in the early 1940s.

“It was some of the earliest 16 millimeter color photography anywhere,” Bearden said. “Much of it was shot just north of Greenville on land owned by Delta and Pine Land Co.

The museum also features a reenactment video shot by Bearden at the museum prior to its opening. The trading floor was polished to its old glory and set up exactly as it might have looked on a cool crisp morning in 1939. Members of the Cotton Exchange and anyone else with an interest in history were allowed to “act” in the footage.

“We bought about 30 fedoras and lots of cigars and went around to every thrift store in town to buy every vest we could find,” Bearden said. “Everybody in those old photos is wearing a white shirt, a tie and a vest. We took an hour and a half to shoot it and everybody stayed in character.”

The building housing the museum was built in 1924 by the Memphis Cotton Exchange. The first two floors are still owned by the cotton trading organization. Calvin Turley is both the founder of the museum and president of its board of directors.

The exhibit is open from 10 a.m. to 5 p.m. If you have a group of 12 or more, you can enjoy special discounted rates when you book in advance. The museum can also arrange a guided tour.

The Cotton Museum recently added a Front Street mp3 walking tour made possible through the History Channel's Save Our History grant. For more information, visit www.memphiscottonmuseum.org or call the museum at (901) 531-7826.