WHEN THE THREE OF US WENT LOOKING FOR TEXAS’ best small-town restaurants, we were positive we knew what we’d find if we searched hard enough: friendly cafes on the town square with red-checked tablecloths, local customers named Bubba and Sissy, and bounteous plates of country cooking. Imagine our surprise when, after visiting some 65 places, we found almost nothing that fit the description. That idyllic world no longer exists—if it ever did, outside the movies. Today the small-town Texas restaurant is all over the map. Yes, it’s on the town square, but it’s also in revamped Victorian houses and blocky prefab buildings; the customers are Jeffrey and Stefani, and the bounteous plates are as likely to be heaped with fettuccine Alfredo and blackened mahimahi as with chicken-fried steak and iceberg-lettuce salad.

Why the change? The same revolution in eating that has swept across the state’s big cities has filtered down to its small towns. We found that a fair number of today’s small-town cooks are in fact chefs—refugees from the cities and transplants from other states—and they’ve introduced modern ideas and different ethnic traditions. Many of their patrons are also from big cities and are open to new food ideas and willing to pay for them. The result is that country food is getting to be more like city food all the time. In a way, this is bad: When was the last time you had floured, pan-fried—as opposed to battered, deep-fried—chicken? But in other ways, the change is good: You can find creative, interesting food in a town of five thousand people. (Okay, we ate some pretty dreadful stuff at a few of these self-styled gourmet restaurants. One served adevil’s-food-cake-and-vanilla-custard concoction inexplicably called the Crème Brûlée From Hell; it was.) In the end, we found a handful of impressive places that we would go back to any time. In fact, at one point we were afraid the final reviews would be about nothing but venison with blackberry demiglace and apple crêpes in crème anglaise. We had to scramble to find really good chicken and dumplings and biscuits to balance the list.

Our roster of ten—with another ten honorable mentions—represents some of the best cooking in small-town Texas restaurants today. There are some necessary exclusions: Six excellent Fredericksburg restaurants—the Nest, Navajo Grill, Fredericksburg Brewing Company, Ernie’s Mediterranean Grill, the Peach Tree, and Lincoln St. Wine Market—were featured in this magazine last April. Steakhouses and barbecue joints have also been covered (in February and May, 1997), and Mexican food will be tackled in a future issue. But the places that follow are a cross section of what you’ll find when you look for good eats outside Texas’ big cities. As you’ll discover, small-town dining isn’t what it used to be. It’s better.

Pickett House, near Woodville

AS I PEERED THROUGH THE DOOR OF THE CHEERY HISTORIC schoolhouse that is home to the Pickett House Restaurant, a voice boomed from within: “Step right up to the cash register!” At this East Texas place, the policy is pay first, eat immediately. So, joining the Sunday lunch bunch, I sat down at a long table with friendly strangers and watched a waitress deliver enough food to stun ten lumberjacks: fried chicken, green beans, chicken and dumplings, turnip greens, mashed potatoes with brown gravy, biscuits, corn muffins, peach cobbler, and more. At the Pickett House, you eat what the cooks have fixed that day, all of it basic, Southern homestyle food (in other words, don’t expect crisp vegetables or grilled meats). Although I enjoyed my meal (especially the juicy fried chicken), what I liked most was the total experience—the tin-roofed cottage with cats snoozing on the porch, the sassafras tea and pitcher of buttermilk on ice, the adjacent pioneer village and quirky gift shop set among the tall pines. When I finally got into my Japanese car to leave, something just didn’t seem right. What I needed was a Model T Ford. U.S. 190, two miles west of Woodville (409-283-3371). Lunch daily, dinner Saturdays and Sundays (adults $8.99, children $5.99). DS, MC, V. PATRICIA SHARPE

Arlene’s Cafe, Comfort

WELCOMED LIKE LONG-LOST FAMILY INTO the beautifully restored Victorian house that is the site of Arlene’s Cafe in the Texas Hill Country, I felt immediately at home. Both hospitality and food are specialties of owner and Texas-cooking maven Arlene Lightsey, whose menu changes daily. Judging by the reactions of her customers,  there were two favorite dishes the day I visited. The quiche, a creamy blend of cheese, spinach, and mushrooms in a killer crust, drew rave reviews, but it was the soup—a rich and luscious cheese chowder loaded with herbs and huge chunks of country sausage—that proved to be the winner.

Luckily, I visited on a day when Lightsey felt like making her signature Sawdust Pie, an irresistible combination of crushed graham crackers, pecans, and coconut in a flaky crust topped with bananas, whipped cream, and more crushed graham crackers. But if I hadn’t wanted dessert, I could easily have finished up with a couple of the cafe’s heavenly homemade yeast biscuits and molasses butter. The combination takes Comfort food to a new level. 426 Seventh (830-995-3330). Lunch only Thursday through Sunday (entrées $4.50 to $6.25). MC, V. PATRICK EARVOLINO

Stillwater Inn, Jefferson

WITH ITS LOFTY CEILINGS, TRANQUIL DINING ROOMS, and pretty framed botanical drawings, the Stillwater Inn made me think of Little Women, even though it was built in 1897 in northeast Texas. For the past fifteen years, it has flourished under the ownership of Bill and Sharon Stewart, who are in their forties and came here in 1983 from Dallas, where Bill had cooked at the Adolphus Hotel’s French Room. From their classic menu, I decided on rack of lamb coated in Dijon mustard and bread crumbs, served with an array of vegetables—scalloped potatoes, a carrot terrine, wild-rice “boudin,” and sautéed zucchini. The rosy-rare lamb was delicious, and my only complaint would be that the majority of the side dishes were creamy-rich. For dessert I had a cool and satisfying homemade raspberry sorbet. But as much as I enjoyed my meal, the thing I remember most is one little touch: When I showed up for dinner with a book in hand, my waiter seated me at a table with a floor lamp beside it and adjusted the light. Now, that’s service. 203 E. Broadway (903-665-8415). Dinner only Monday through Saturday (entrées $16 to $26).AE, MC, V. PATRICIA SHARPE

Beulah’s, Port Aransas

WHENEVER I EAT AT BEULAH’S (which isn’t nearly often enough), I try to get a window table so I can look out on the restaurant’s herb garden. Sandwiched between the pleasant white frame building and its parking lot, the tiny patch of rosemary, thyme, and more does one’s heart good. So does the menu of 46-year-old Guy Carnathan, the proprietor and chef of this restaurant in the tourist town of Port Aransas, on Mustang Island. The night I was there, the menu included a Japanese-influenced salad of cucumber and squid with seaweed. Beautifully presented on a small black octagonal dish, the tender slivers of squid were lightly coated in a sensational sesame-miso vinaigrette. I half expected to be let down after this, but the main course of crisp, fresh shrimp with a spicy coconut-peanut sauce was, if anything, better. Even though I knew I couldn’t finish it, I ordered a piece of maple-walnut pie. Not to disparage a classic, but Beulah’s terrific combination makes regular old pecan pie seem pretty boring. 200½ E. Cotter, behind the Tarpon Inn (512-749-4888). Dinner only Wednesday through Sunday (entrées $19.95 to $25.95). DS, MC, V. PATRICIA SHARPE

Dove’s Nest, Waxahachie

WITH ITS BOLD BLACK-AND-WHITE-CHECKERBOARD FLOOR, twinkling lights in the dining room, and walls painted with stylized birds and trees, the four-year-old Dove’s Nest has a French Country air. It’s pleasant for soup and fancy sandwiches at lunch and lovely on weekend evenings, when the room glows with lamplight. Under the direction of the 26-year-old chef, Eric Bellamy (who cooked at Sipango in nearby Dallas), the kitchen turns out a dinner menu of New American Cuisine. My salad consisted of assorted lettuces with apple-smoked bacon, candied pecans, and blue cheese. The balsamic-maple dressing was a little harsh, but the cheese and nuts made great little flavor nuggets. For an entrée I ordered the wild game plate. Two of the three meats were excellent—the coffee-and-spice-rubbed quail was juicy, and the pan-seared medallions of venison (in a blackberry demiglace) were full of flavor. Only the commercial-tasting wild boar sausage seemed less than subtle. Best idea of the evening: a bread pudding made of fluffy cubes of bread sweetened with a light custard and interspersed with blackberries, accompanied by vanilla ice cream. 105 Jefferson (972-938-3683). Lunch Monday through Saturday (entrées $5 to $7), dinner Fridays and Saturdays only, reservations required (entrées $13 to $22). AE, DS, MC, V. PATRICIA SHARPE

Hennington’s Texas Cafe, Granbury

PERPLEXED BY AN INTERESTING BUT ODD lunch dish at Hennington’s, a popular restaurant in a former Victorian hotel in this town southwest of Fort Worth, I decided to go back for Sunday brunch the next day.

Whoa! And wow! The broccoli-Gruyère tart was like a refined, thin quiche with a great crisp crust; the grilled vegetables—red bell peppers, mixed squash, green beans—were beautifully herbed; the fruit salad contained not just apples and pears but dried apricots, figs, and cranberries in a lightly sweetened fruit syrup; the roast beef was pink and tender; the fluffy miniature biscuits were a dream; and the “smashed turnips,” made with reduced cream and a touch of sugar, may be the best thing I have ever put in my mouth. Despite the sophistication of the menu—devised by 42-year-old chef and co-owner Brian Hennington—the cafe is casual and comfortable. I’m looking for an excuse to visit again. 121 E. Bridge (817-573-8400). Lunch (entrées $6 to $10) and dinner (entrées $10 to $25) Thursday through Saturday and Mondays, Sunday brunch ($11.95, $6.95 for children). AE, DS, MC, V. PATRICIA SHARPE

Hill Top Cafe, Near Fredericksburg

SOME PEOPLE WOULD ARGUE THAT THE HILL Top Cafe is a roadhouse, not a cafe. But it thrives on visitors and tourists from Fredericksburg and has become in its eighteen years of existence one of the Hill Country’s must-visit attractions. If anyone could give lessons in how to run a Texas country restaurant, it would be the Hill Top’s owners, Brenda and Johnny Nicholas. To begin with, the place is fun to be in, with everything in the world hanging from the ceiling; if Johnny, 50, is there, and in the mood, he might even play the piano and sing some bluesy tunes. The servers treat you right (and a few are real characters). Finally, the food—everything from burgers to cajun and Greek specialties—is always good and often very fine indeed. The last time I ate there I had a great Greek salad with toasted almonds and a heady balsamic vinaigrette and good, thinnish but strong East Texas shrimp gumbo. The baked flounder stuffed with shrimp and crabmeat was spicy and remarkably fresh. My only gripe is that the place is so popular on weekend evenings you have to make reservations several days in advance—but that seems a small price to pay to visit a legend. U.S. 87, ten miles northwest of Fredericksburg (830-997-8922). Lunch Wednesday through Saturday (entrées $5 to $10), dinner Wednesday through Sunday (entrées $8 to $19), Sunday brunch (entrées $3 to $10). AE, MC, V. PATRICIA SHARPE

Joe’s Jefferson Street Cafe, Kerrville

I WAS BEGINNING TO THINK THAT CRISP vegetables were the exclusive domain of city restaurants when I stumbled into Joe’s Jefferson Street Cafe, a casual Hill Country place. Owned by Joe Sanders and his wife, Becky Priour, who are in their forties, and set in a picturesque Victorian house with comfortable dining rooms, high ceilings, and an attractive semicircular porch, the restaurant boasts a pleasantly informal atmosphere and a staff that is efficient and courteous without being overbearing.

Whereas most Texas small-town restaurants fall squarely into either the down-home or the gourmet category, Joe’s lies happily in between. The menu ranges from fancy-named specials such as salmon Oscar—a delectable construction of a grilled salmon filet topped with blackened crabmeat, asparagus, and a fiery béarnaise—to simple, wholesome side dishes. Firm, hand-cut glazed carrots, tender new potatoes with sweet onions and green beans, honest-to-goodness mashed potatoes with cream gravy, and perfectly al dente cabbage stewed with bacon-infused tomatoes made my four-vegetable plate a refreshing option on a day when another piece of protein was out of the question. 1001 Jefferson (830-257-2929). Lunch Monday through Friday (entrées $5.95 to $7.95), dinner Monday through Saturday (entrées $7.95 to $14.95). MC, V. PATRICK EARVOLINO

La Normandie, Castroville

TO SAY THE LEAST, I WAS NOT PREPARED FOR THE FOOD at La Normandie to be so scrumptious. The restaurant, in this little town west of San Antonio, is unprepossessing—and its modest exterior, well-intentioned but inexperienced servers, and staid decor (complete with a map of the D-day invasion) all led me to expect a gastronomic flop. But although I had managed to restrain myself at the four other restaurants I had visited that day, my self-discipline was proving no match for the culinary skills of Edwin and Suzanne Lewalski, La Normandie’s husband-and-wife owner-chefs, who are in their fifties. The couple’s signature veal à la normande, in a velvety sauce combining cream with shallots and mushrooms that had been flambéed with Calvados, astonished me, and by the time my dessert arrived, my resistance was shattered. I picked up my spoon and considered the Lewalskis’ coup de grâce: two delicate crêpes filled with sautéed apple slices atop a pool of crème anglaise. I promised myself a stern reprimand later, then dug in. 1302 Fiorella (830-538-3070, 800-261-1731). Lunch buffet Monday through Friday ($5.99), lunch menu Saturdays and Sundays (entrées $7.95 to $9.95), dinner Wednesday through Sunday (entrées $12.95 to $18.95, $65 for chateaubriand or rack of lamb for two). Personal checks accepted; no credit cards. PATRICK EARVOLINO

The Range at the Barton House, Salado

THE SIGHT OF THIS 1866 TWO-STORY limestone house made me groan: Food served in such settings is frequently as dated as the buildings themselves. But one glimpse inside the Central Texas establishment—with its open kitchen and its large, colorful drawing of a maniacal chef surrounded by kitchen utensils—let me know I wasn’t in for anything outmoded.

Opened not quite two years ago by Temple native Katie Hermann, 28, and her 27-year-old husband, Dave (both graduates of and former teachers at New York’s Culinary Institute of America), the Range is as contemporary as its food is sublime. With our very first bite, my dining companions and I knew we were in for something special; mmms and ahhhs greeted appetizers that included an aromatic wild mushroom pizza and a luscious roasted-tomato soup with subtle flavors of smoke and cumin.

Standouts among our entrées were succulent, crisp-skinned roast chicken that had been marinated in lemon, garlic, and thyme, served with garlic mashed potatoes, and a deliciously understated pan-seared salmon filet in a tangy mustard sauce. We found only one small misstep: a tasty but slightly overcooked and limp-skinned roast breast of duck. For dessert, the deep-flavored, creamy-centered chocolate pudding cake was otherworldly. By the time we left, we had learned again the lesson we cannot learn enough: Never judge a restaurant by its facade. 101 N. Main (254-947-3828). Lunch Saturdays and Sundays (entrées $6.95 to $18.95), dinner Wednesday through Sunday (entrées $14.95 to $18.95). AE, DS, MC, V. JIM SHAHIN.

Honorable Mentions

Here are some restaurants around the state with specialties that deserve a try:

Blue Bonnet Cafe 211 U.S. 281 South, Marble Falls (830-693-2344). Legendary pies served with bona fide smiles.

Bon Ton 2359 Texas Business Highway 71, La Grange (409-968-8875). Cafeteria atmosphere, great crisp-crusted fried chicken (bypass the steam table and insist that you’ll happily wait for your order of chicken to be cooked fresh).

Cafe Cenizo Gage Hotel, 102 U.S. 90 West, Marathon (800-884-4243, 915-386-4205). Maximum New Mexico chic and fine Southwestern fare.

Cypress Grill 433 Water, Kerrville (830-896-5577). Deft fusion of Southwestern, French, Italian, and Asian cuisines.

Po-Po Family Restaurant 829 FM 289, seven miles northwest of Boerne at Interstate 10 Exit 533 (830-537-4194). Famous fried chicken and walls practically upholstered with 1,500 commemorative plates.

Reata 203 N. Fifth, Alpine (915-837-9232). Cowboy cuisine like nothing you ever had around the old campfire.

Royer’s Round Top Cafe on the square, Round Top (800-866-7437). Cozy cafe with primo pies especially the apple.

Specht’s Store Bulverde (830-980-7121). Historical knickknacks and terrific fried catfish in a great old general store. Directions: From San Antonio, go north on Blanco Road, which becomes FM 2696, then east on Specht Road (look for the Texas flag).

Steve’s Market and Deli 110 E. Chandler, Brownwood (915-646-5576). Tiny storefront with ambitious weekend dinners lit by candles and a recycled traffic light.

Volare 205 S. Baylor, Brenham (409-836-1514). Little Italy meets the home of Blue Bell ice cream.