There are now more than 370 Culver's fast food restaurants in the United States. But there are only two Blue Spoon Cafes. At least for now.

Blue Spoon Cafe, a more upscale spin-off of the popular fast food chain, first opened in Prairie du Sac, Culver's home base, in 2000. The second opened last September on Parmenter Street in Middleton, kitty corner from a familiar blue and white Culver's. The original one is counter service only, while the Middleton location is a full-service restaurant.

The restaurant in Prairie du Sac is elegantly wedged into the town's main street and has a spectacular three-level patio in the back overlooking the Wisconsin River. Both locations also offer an area with comfortable leather love seats to kick back over coffee or wine.

And there are no burgers or custard in sight.

The menu is long on sandwiches, and offers a half-dozen flatbread pizzas, focaccia, quesadillas, soups, salads, a few entrees and a baked fish special on Friday. The Blue Spoon also offers between eight and 12 flavors of gelato made on the premises.

The grilled ham and rye ($4.50 for a half and $7 for a whole) is absurdly good with applewood smoked ham thinly sliced and piled high on buttery, grilled marble rye with Swiss cheese, tomato and mayo.

Almost as exciting is the grilled tuna tapenade ($4.50 for a half and $7 for a whole), where tuna fish is paired with a tapenade of chopped artichokes, Kalamata olives and roasted red pepper. It comes with cheddar cheese and baby spinach leaves on grilled cracked wheat bread.

I wasn't as crazy about the turkey Euro ($4.50 for a half and $7 for a whole), a cold sandwich loaded with sliced turkey. It had lettuce and tomato on a chewy, grilled baguette. The Swiss cheese -- if it was on there -- mayonnaise and Dijon mustard were ineffectual.

The portobella Reuben ($4.50 for a half and $7 for a whole) was much better. Portobella mushroom slices were suspended among the sauerkraut, thousand island dressing and Swiss cheese. It was served on the same buttery, delectable marble rye that the grilled ham and rye came on.

All sandwiches are served with a dill pickle spear and a choice of kettle chips, outstanding potato salad, crisp coleslaw, or hot apple baked beans, which were too sweet.

There are more interesting pizzas on the menu, but we tried the basic three cheese pizza ($5 for a half and $8 for a whole). The restaurant calls it a flatbread pizza, but it reminded me of a dressed up Stouffer's French bread pizza. That's not a criticism. It was actually very flavorful.

The Blue Spoon's meaty chili ($3.50 for a cup and $4.50 for a bowl) with beans, bits of celery and green pepper had a great, robust taste.

Salads are also a good choice here. I had a spinach salad ($5 for a small and $7 for a large), but envied my friend's strawberry spinach salad ($5 for a small and $7 for a large). Mine had sliced mushrooms, red onions, egg, bacon, Parmesan cheese and croutons. I could have done without the warm sweet-and-sour bacon dressing served on the side. My friend's salad had crumbled Gorgonzola cheese, beautiful sliced strawberries, red onions and pecans.

If you feel like splurging, there are a few "dinner after 4" entrees that vary between the two restaurants. Both offer the potato crusted cod ($15), which is a real treat. Two fillets of cod were firm and moist with a subtle potato and chive crust. It came with creamy mashed new potatoes, an excellent mixed salad and plenty of bread.

Service is fast and friendly at both restaurants.

There has been talk about a third location. Let's hope it's in Madison.

BLUE SPOON CAFE

3 1/2 stars

Address: 2831 Parmenter St., Middleton, and 550 Water St., Prairie du Sac

Phone: 824-1810 (Middleton) and 608-643-0837 (Prairie du Sac)

Web site: bluespooncafe.com

Middleton hours: Monday through Thursday 7 a.m. to 9 p.m.; Friday 7 a.m. to 10 p.m.; Saturday 7 a.m. to 9 p.m.

Prairie du Sac hours: Monday through Thursday 6 a.m. to 8 p.m.; Friday 6 a.m. to 9 p.m.; Saturday 7 a.m. to 8 p.m.

Notes: Ample street parking in Prairie du Sac, large parking lot in Middleton; wheelchair accessible; no smoking -- except on the patio in Prairie du Sac; reservations accepted; credit cards and personal checks accepted