Tennessee (ⁱ/tɛnɨˈsiː/) (Cherokee: ᏔᎾᏏ) is a U.S. state located in the Southeastern United States. Tennessee is the 36th most extensive and the 17th most populous of the 50 United States. Tennessee is bordered by Kentucky and Virginia to the north, North Carolina to the east, Georgia, Alabama, and Mississippi to the south, and Arkansas and Missouri to the west. The Appalachian Mountains dominate the eastern part of the state, and the Mississippi River forms the state's western border. Tennessee's capital and second largest city is Nashville, which has a population of 626,144.Memphis is the state's largest city, with a population of 670,902.

The state of Tennessee is rooted in the Watauga Association, a 1772 frontier pact generally regarded as the first constitutional government west of the Appalachians. What is now Tennessee was initially part of North Carolina, and later part of the Southwest Territory. Tennessee was admitted to the Union as the 16th state on June 1, 1796. Tennessee was the last state to leave the Union and join the Confederacy at the outbreak of the U.S. Civil War in 1861, and the first state to be readmitted to the Union at the end of the war.

Memphis is a city in the southwestern corner of the U.S. state of Tennessee, and the county seat of Shelby County. The city is located on the 4th Chickasaw Bluff, south of the confluence of the Wolf and Mississippi rivers.

Memphis had a population of 662,897 at the 2010 census, making it the largest city in the state of Tennessee, the third largest in the Southeastern United States, and the 20th largest in the United States. The greater Memphis metropolitan area, including adjacent counties in Mississippi and Arkansas, had a 2010 population of 1,316,100. This makes Memphis the second largest metropolitan area in Tennessee, surpassed only by metropolitan Nashville, which has overtaken Memphis in recent years. Memphis is the youngest of Tennessee's major cities. A resident of Memphis is referred to as a Memphian, and the Memphis region is known, particularly to media outlets, as the "Mid-South".

Because it occupies a substantial bluff rising from the Mississippi River, the site of Memphis is a natural location for settlement. The area was first settled by the Mississippian Culture and then by the Chickasaw Indian tribe. For 10,000 years they occupied the bluffs along the river, building a large mound on the bluff. European exploration came later, beginning in the 16th century with Spanish explorer Hernando de Soto and French explorers led by René-Robert Cavelier, Sieur de La Salle.