I was looking forward to reading the second edition of Memphis Under the Ptolemies by Dorothy Thompson. There is an allure, almost a mystique, to Memphis. I wanted to say I enjoyed the book. Sadly I cannot. It became something of a chore, but one rewarded by a great chapter later in the book. An unexpected treasure. Many other reviewers have considered the book in the context of its standing as an academic work. Most students and scholars are likely to have access to the book through their faculty library. In approaching my own review I have therefore considered it more from the viewpoint of enthusiastic amateurs or distance learning students who do not have access to a specialist library.