Take TWO

Restaurant owners performing radical makeovers have become a staple of the San Francisco scene. Upscale John Frank morphed into inexpensive Home; brasserie La Suite became Asian fusion cocktail lounge Sutra; Singapore-style Straits Cafe's now a tapas bar called Spanish Fly.

The latest transformer is the former Hawthorne Lane. That big, ambitious restaurant opened in 1995, at the start of the dot-com boom. Its elegant, expensive, multicourse meals washed down with ample fine wine were a great match for the free-spending times, but in recent years it was increasingly out of step with contemporary tastes.

TWO is a half makeover. Hawthorne Lane was divided into two rooms, a big bar area in front and an even bigger dining room in back. The latter has been screened off, largely unchanged, and is available for private parties. The old place was so huge that TWO can still seat 150.

The decor's a sort of fantasy retro, a mix of '60s and '70s, all brown and beige, narrow vertical and horizontal lines, with a dash of surreal sci-fi goofiness — antler chandeliers, shaggy lampshades, tendrily metalwork poking up from odd corners. It feels a bit like hanging out in the comfy living room of a sophisticated but not at all stuck-up rich friend with an odd sense of humor.

The homey vibe is accentuated by the arrival shortly after you sit down of a plate of flaky, buttery rolls and crisp house-made cheese crackers you can munch on as you peruse the 40-odd items on the day's menu. The focus is mostly on small plates and easily sharable dishes, which often echoes the retro-but-not-really decor. An iceberg wedge salad, for example, gets booted out of the '50s by a blue cheese dressing made from deep-flavored St. Agur. A chopped salad includes an unexpectedly wide variety of ingredients, such as carrots, cauliflower, and avocado, ending up more reminiscent of French crudités.

Spicy onion soup is a lighter, brighter variation on the bistro classic. In place of the fistful of cheese and soggy toast lid, there's a handful of croutons and a delicate poached egg. The play of flavors as you eat the egg white, yolk, bread, and rich, complex, chili-laced broth is just delightful.

House-smoked salmon with rosti potatoes (Swiss hash browns) doesn't work quite as well. The deeply smoky fish is fabulous, and the rosti's so nicely browned and crunchy that it's good even lukewarm, but the two don't really go together very well. Roasted marrow bones have a similar issue. While the piping-hot marrow is sublime spooned onto grilled toast, the accompanying "tomato-basil fondue" (what I'd call a confit), though tasty, overpowers the relatively delicate marrow. It works better as a dip for the cheese crackers. A somewhat combination, warm house-made head cheese with onion vinaigrette, works very well.

The best of the warm appetizers is fried Hama Hama oysters with celery root remoulade, playfully served in shells on a bed of rock salt. The dish is a sort of culinary pun: In New Orleans, the remoulade that's served with oysters is a spicy tartar sauce; in France, celeri remoulade is a salad of julienned celery root with a similar dressing. TWO splits the difference and tops the fried oysters with a dollop of tartar sauce including diced celery root. All joking aside, this is seriously delicious. The same sauce is served with fried calamari, but is a bit too strong in that context — more dip for the crackers.

Pastas are a strong point. Spaghettini with sea urchin, for example: Thin spaghetti are tossed Sicilian-style with pan-fried urchin, breadcrumbs, garlic, and chili pepper. If you know uni (urchin) only from sushi bars, that sounds wrong, but it tastes right: surprisingly mild flavor (often urchin is quite intense), suprisingly spicy. Mushroom agnolotti are another winner. Homemade ravioli with an earthy filling are just barely cooked for a great al dente texture, then tossed with a deep, rich sauce of parmesan, olive oil, and basil. We'd almost polished this off before realizing that it was vegetarian. Similarly rich and unctuous, a single fat raviolo filled with bacon and eggs and sauced with brown butter and sage leaves might be hard to share among more than two people. Bucatini and meatballs with delicious spicy tomato sauce tasted like somebody's nonna's recipe, but the pasta was a bit soft (retro in a bad way). All the pastas except the raviolo can be ordered in smaller or larger portions; the small's big enough for two people to share if you're ordering a few dishes.

TWO's pizzas have an old-school West Coast-style crust: not very thin, baked blond, a bit breadlike, soft and chewy rather than crisp. One with duck confit and caramelized onions would have been better if the onions had been thoroughly caramelized. Instead, they were more like an onion confit, and too sweet for the context. A sausage and mushroom pizza was also a bit sweet from tomato sauce. Not bad, and maybe a good choice for a kid, but not in the same league with most of the other dishes.

Entrees also seem strong. Chicken cooked under a brick in a cast iron pan comes out aromatic with garlic, crispy but still juicy inside. The accompanying lemony quinoa salad goes a long way to redeem the bad reputation that grain's gotten from the health-food contingent. Pork schnitzel, a cutlet breaded and fried German-style, is simple but good, served with lemon wedges and a big pile of braised escarole (also available as a side order).