This article endorses with substantial modifications M. Bernal's claim that the Greeks based Memnon on Ammenemes II of Egypt. An Egyptian origin for Memnon appears likely from Zeus' weighing of his fate against Achilles' in the Aethiopis, which is similar to an early spell of the Book of the Dead; from his Amazonian ally, who resembles the Nile-god, clad in a girdle with a single breast; and from his apotheosis, which is unlike Homer's usual view that the soul is witless in death, yet is reminiscent of the soteriological Osiris-cult, which was known to the Mycenaeans. Bernal's view that Memnon was specifically Ammenemes, however, rests on one word in Strabo, judged by editors to be a scribal error. Cases for two other proposed models, Khumben-numena I of Elam and Sethos I of Egypt, are too complex and fragile to accept. Since at least the first century, the Greeks themselves linked Memnon to Amenhotep III of Egypt, calling a portrait-colossus of that pharaoh "Memnon." This identification was based, I argue, on the fact that the statue faces sunrise on the winter solstice (obviously an original feature from Amenhotep's own time) and so was linked to the dawn. Amenhotep's name is too unlike Memnon's to have attracted to him a preexisting Greek figure, but, as P. Gilbert proposed, Amenhotep may have been the basis for that figure, for archaeological evidence shows his contact with the Aegean. Like Memnon, Amenhotep formed military pacts with eastern kings, was son of a solar deity, and was exceptionally handsome. Moreover, his father's name was Tuthmosis (cf. Tithonus). In short, Bernal argues well that epic based Memnon on a real person, rightly seeks him in Egypt, but fails to rule out Amenhotep.