State Route 385 is the designation for three separate segments of highway in the Memphis Metropolitan Area in Shelby and Fayette counties in West Tennessee, forming a semicircle around and through the Memphis suburbs. Clockwise, from the north, they are:

As of 2007, the Paul Barret and Bill Morris parkways are complete. Construction on Winfield Dunn Parkway is underway. The Tennessee Department of Transportation's current plans call for the two sections to be connected in phases from 2009 to 2012.

The route is constructed to Interstate-compatible freeway standards with full control of access throughout. The southern portion of the loop is notable for its almost-exclusive use of single-point urban interchanges.

The Barret and Dunn parkways are planned to become part of the Interstate 269 Memphis Outer Loop within the next decade, forming the northern half of the semi-circular loop; the southern half is currently designated as part of Mississippi Highway 304. At the present time, the route is not signed as I-269, but signs have been installed in Tennessee that read "Future I-269 Corridor."

The Winfield Dunn Parkway portion was initially referred to as the Collierville Arlington Parkway in media reports about its construction. however, the portion was officially named after Winfield Dunn in April 2012. Dunn is a former dentist from Memphis who became governor in 1970.

The portion of SR 385 between U.S. 51 and SR 204, and the portion between I-240 and Ridgeway Road, was signed as a state secondary route when initially constructed; as of 2007, some now-incorrect signs remain along some sections of the highway and along Ridgeway Road.

The first section of TN 385 built was the section of Paul W. Barret Parkway built between US 51 and SR 204 in Millington, completed around 1982. On September 25, 1998, a section of Paul Barret Parkway opened from SR 204 to US 70/79.

Construction on the Bill Morris Parkway section began in 1990. The first section from I-240 to Ridgeway Road opened on December 24, 1993 to eastbound traffic and January 1994 to westbound traffic. The route was extended to Riverdale Road and opened on December 22, 1995. The portion from Riverdale Road to Houston Levee Road opened on December 29, 1997. Bill Morris Parkway was extended to Byhalia Road in October 1999. Bill Morris Parkway was extended to US 72 in 2005 and to its current terminus at SR 57 on August 23, 2007.,

The section of Winfield Dunn Parkway from US 70 to I-40 opened in December 1999. The portion from I-40 to US 64 opened on August 31, 2007, and was extended to Macon Road in June 2009. The final section is expected to open to traffic in late 2013.