Memphis, Tennessee was renowned for its restrictive censorship policies in the mid-20th century. This article argues that racial considerations overrode traditional concerns regarding sex or violence in the formulation of those policies. More specifically, the article outlines three stages of race-based censorship. The first stage developed in the 1940s, as a censorial regime predicated upon suppressing threats to the racial status quo of white supremacy began cutting images of African Americans in non-servile roles. Beneath this lay a sexualized but unarticulated understanding of "social equality," a favored phrase of Memphis censor Lloyd Binford. This underlying meaning rose to the forefront in the 1950s, as Memphis officials responded to Supreme Court decisions and increased Hollywood frankness with a racialized construction of obscenity, this time directed toward depictions of interracial sex or romance. Finally, as overt racism lost its political cachet, New Right mayor Henry Loeb used outcries over pornography as part of a strategy to discursively displace the racial issues facing Memphis by engineering new moral crises, helping to pave the way for Nixon’s tactic of "benign neglect."