HICKMAN, Ky. - As Memphis readied for the mighty Mississippi to bring its furor to town, some Kentucky residents upstream returned to their homes Saturday, optimistic the levees would hold and that they had seen the worst of the flooding.

In the small town of Hickman, Ky., officials and volunteers spent nearly two weeks piling sandbags on top of each other to shore up the 17-mile levee, preparing for a disaster of historic proportion. About 75 residents were told to flee town and waited anxiously for days to see just how bad the flooding would be.

By Saturday, the levee had held, and officials boasted that only a few houses appeared to be damaged. More importantly, no one was injured or killed.

"We have held back the Mississippi River and that's a feat," Fulton County's emergency management director Hugh Caldwell said. "We didn't beat it, but it didn't beat us. We'll call it a draw."

Downstream, though, there was danger, in places like Memphis, the Mississippi Delta and Louisiana. In Arkansas, authorities recovered the body of a man who drove around barricades earlier in the week and was swept away by floodwaters when he tried to walk out.

Memphis Mayor A C Wharton warned residents in low-lying areas to evacuate, and nearby, Shelby Mayor Mark Luttrell said the community was "facing what could be a large-scale disaster."

William Owen, 53, didn't heed the call until firefighters began to bang on his door Saturday morning at a Memphis mobile home park. Owen said when he went to sleep, the water wasn't that high. By midday, it had risen about a foot, and was around the base of his home.

He grabbed his medication and took a city bus, along with his girlfriend and dog, to a shelter. He was told he may have to stay for two weeks.

"It seems like we've had a stroke of bad luck," Owen said. "I'm hoping things will get better, I just don't know what else to do right now."

Record river levels, some dating as far back as the 1920s, were expected to be broken in some parts along the river. In Memphis, the river was expected to crest at 48 feet by Tuesday, just shy of the 48.7-foot record from the devastating flood of 1937.

Some Memphis residents saw rain Saturday, and though forecasters said the small amount moisture wouldn't affect flooding, it was enough to get some people packing, calling the city bus for transportation out.

"Reality has set in, so now we're getting more calls," said Alvin Pearson, assistant manager of operations for Memphis bus service.

There was good news, though: the forecast was dry until Thursday.

About 100 miles to the north, residents in Tiptonville, Tenn., were hopeful as the river levels started to fall.

Janice Spence, 60, was working the cash register at the Health Mart pharmacy downtown, just a couple blocks from her home. She was satisfied with the preparations officials have made, but still has her grandson's boat parked beside her house and has packed clothes and toiletries in case she needs to leave.

"I believe them when they say everything's going to be OK," she said. "I think they've done everything that's humanly possible to keep it from coming into town."

Like many other areas along the Mississippi, the town wasn't completely spared. In Tiptonville, an estimated one-fifth of the town has suffered some flooding. All told, 75 homes have been swamped.

About 30 miles of county roads were cut off and impassable, and fields of corn, soybeans, wheat and cotton have been drowned.

Most of the Tiptonville homes were inundated with rainwater, not from the Mississippi. Because the levees' gates are closed, the town relied on pumps to move the near constant rain over the past couple of weeks, but they couldn't keep up.

As Police Chief Norman Rhodes drove his patrol car around town, he pointed to the home of Daisy Parks, a city alderwoman who had to evacuate about a week ago after about a foot of rain pooled inside. It has receded since, but everything is ruined.

"It's just flooded everything. Most of everything there got wet and all the carpet is going to have to come out and the walls are gonna need to be redone," she said. "Everything is just sopping wet."

Cradled in the northwestern corner of Tennessee, Tiptonville is a town on the banks of the Mississippi and at the shore of Reelfoot Lake. Many residents work in farming - there are about 100 in the county - or in two state prisons, but many aren't able to find work at all.

Fewer than a quarter of residents 16 and older are employed, according to census data, and the percentage of families living below the poverty line is nearly quadruple the national average.

Elsewhere, officials in Louisiana warned residents that even if a key spillway northwest of Baton Rouge was opened, residents could expect water 5- to 25-feet deep over seven parishes. Some of Louisiana's most valuable farmland is expected to be inundated with water.

Louisiana Gov. Bobby Jindal said the Morganza spillway could be opened as soon as Thursday, but a decision has not been made. If it is opened, it could stay open for weeks.

A separate spillway northwest of New Orleans was to be opened Monday, helping ease the pressure on levees there, and inmates were set to be evacuated the same day from the state prison in Angola.

To the north in Arkansas, a portion of Interstate 40 remained closed, causing traffic, and the road might not be reopened until Tuesday.

"It is pretty much a nightmare," said Arkansas State Highway and Transportation Department spokesman Glenn Bolick. "You're taking 35,000 vehicles a day from a heavily traveled interstate and putting them onto a two-lane highway. It's not an ideal situation."

So far, most towns along the banks of the big river have been spared calamitous floodwaters. Billions of dollars have been spent on levees and other flood defenses built over the years, and engineers say it is unlikely any major metropolitan areas will be inundated as the water pushes downstream over the next week or two. Farms, small towns and even some urban areas could see extensive flooding.

Since the Great Mississippi Flood of 1927, a disaster that killed hundreds, Congress has made protecting the cities on the lower Mississippi a priority. The Army Corps of Engineers has spent $13 billion to fortify cities with floodwalls and carve out overflow basins and ponds - a departure from the "levees-only" strategy that led to the 1927 disaster.

The corps also straightened out sections of the river that used to meander and pool perilously. As a result, the Mississippi flows into the Gulf of Mexico faster, and water presses against the levees for shorter periods.

More than 4 million people live in 63 counties and parishes adjacent to the Mississippi and Atchafalaya rivers from Cairo, Illinois south to the Gulf of Mexico, down from 4.1 million in 2000, according to a census analysis by The Associated Press.

It's about twice as many people who lived in the region before the 1927 and 1937 floods.

At Graceland, Elvis Presley's home and one of the city's best-known landmarks, is about a 20-minute drive from the river and in no danger of flooding. Water pooled at the lowest end of Beale Street, the thoroughfare synonymous with Mississippi blues, but it was about a half-mile from the street's world-famous nightspots.

In Natchez, Miss., a couple dozen tourists and locals spent a sunny afternoon on the wooden porch of Under the Hill saloon, drinking cold beer and watching the swiftly moving river. The bar faces the rising water and is now only a few feet above it.

"Everybody down here seems pretty calm about it," said Jacklynn Williams, visiting from the central Mississippi city of Brandon.

A privately hired crew worked in the Under the Hill district, assembling a temporary wall of fabric-lined wire boxes filled with sand to protect the half dozen brick structures, some of which are more than a century old. The buildings house the saloon, a restaurant and offices for a floating casino that's docked nearby.