When chef Stewart Woodman and several key staffers departed Levain in March, owner Harvey McLain made his smartest decision since hiring Woodman a year earlier: He called in Steven Brown. Arguably our most accomplished homegrown chef, the adventurous Brown kept Levain operating at a peak performance level, but not without imparting his own looser, edgier imprint. Levain isn't the year's only conspicuous reinvention. Jason Robinson was lured from Chicago's acclaimed Tru for the opportunity to put his signature on Goodfellow's. Under Phillip Becht's astute direction, the Modern Cafe jumped from good to great. Ditto Cafe Barbette, following sous chef Ty Hatfield's promotion to the kitchen's top spot. And Mojito finally clued into its true nature and began dramatically carving its spit-roasted meats tableside, in the manner of the Brazilian churrascarias that served as its inspiration.

Mission accomplished

Aquavit is one tough act to follow. So when Anoush Ansari and Hadi Anbar, the team behind the Atlas Grill and Good To Go, bravely decided to take on the Swedish haute house's IDS Center legacy, they shrewdly took a more populist position and created Mission American Kitchen & Bar. Chef Jordan Smith concentrates on revisionist classics (catfish fish and chips, shrimp-tomato-Green Goddess salad, lobster pot pie, curried deviled eggs) that don't take themselves too seriously (and don't price themselves out of the range of mere mortals). Minneapolis design firm Partners + Sirny reshaped the space to give it warmth, wit and a much-needed front door on 7th Street. The result? A buzzing, standing-room-only noon-hour destination (the slick bar doubles as downtown's most desirable lunch counter), right where it belongs, in the heart of the city.

The comeback kid

No use sugarcoating it: When David Fhima christened his Louis XIII in April, it wasn't all that. Yet over the ensuing months, as the Southdale extravaganza got up to speed, something clicked. Executive chef A.J. Pike, a genuine talent, wisely yanked the off-putting French from the menu (few could pronounce it anyway), weeded out its bombs (quail and sweetbreads apparently didn't move in the 952) and drilled consistency into his crew. The front-of-the-house staff began to behave as if it had actually dined in a restaurant before being employed by one, and the elements that already worked -- the frisky Champagne cocktails, Gwen Stefani-meets-Cher vibe, cast-of-thousands wine list -- really came into focus. OK, so the puzzling floor plan and over-upholstered dining rooms remain unchanged. But with its adroit anti-formula format (order the fabulous saffron-tomato-seafood stew, richly flavored onion soup, pretty Nicoise, hearty short ribs or cool sesame-crusted tuna), Louis trehzzz is a worthy alternative to its mega-chain neighbors.

The bakery boom

Talk about polar opposites: While 2004 may hit the history texts as the Year of the Low-Carb Diet, it was also a grand time for bakeries.

Starting with Rustica. All anyone needs to know about this south Minneapolis knockout is that its low-key looks are wildly deceiving. The muscular breads, delicate pastries and intensely flavored tortes and cookies lining its shelves may outwardly appear as unassuming as Clark Kent but in reality they overflow with Superman-quality taste and texture. Because their handicraft is of the time-honored, labor-intensive variety, it's a wonder bakers Steve Horton and Tammy Hoyt-Simonds don't drop from exhaustion on a daily basis. Yet somehow these two artisans make their efforts look, well, effortless.

At the Franklin Street Bakery, chef Michelle Gayer-Nicholson deftly funnels her couture-level baking skills (acquired during a long tenure at Chicago's ethereal Charlie Trotter's) into the off-the-rack sensibilities of the corner bakery. Her work has countless dessert hounds swooning. And agonizing. Should they indulge in a seasonal fruit pastry? A savory scone, tart or brioche? A luscious layer cake? The undecided might wisely default to the poetic chocolate-espresso pinwheels, or the life-altering polenta rosemary cakes. Like the vast majority of goodies in Gayer-Nicholson's repertory, they're really that good. Honest.

Nothing turns frowns upside down faster than a namesake day brightener from cupcake. At his adorable Prospect Park establishment, owner Kevin Vanderaa daringly propels the cupcake beyond its traditional kids' birthday-party territory without sacrificing its insouciant, party-in-a-paper-liner persona. The result? Irresistible treats along the lines of orange cake with whipped-cream frosting and toasted coconut, or blueberries floating in a white cake with a white chocolate-lemon-cream cheese frosting. One messy bite, and even the most stressed-out adult will feel 6 years old. How great is that?