BEEN THERE? Culpepper's, as it's known around Rockwall, has been there 20 years. Since the beginning of Rockwall's transformation from sleepy seat of the state's smallest county to suburban boomtown, the restaurant has been a solid choice for steak, whether chicken-fried or rib-eye.

BUT YOU HAVEN'T DONE THAT: Then a couple of years ago, owner Bob Clements decided he was going to get in on the upscale trend that has made Rockwall into a town of McMansions around Lake Ray Hubbard with mini-Giant ranches carved from the farmland. He began interior renovation, then surprised the Dallas food establishment a year ago when he hired David Holben, the nationally known founding chef of the very sophisticated Riviera.

Mr. Clements estimates spending $1 million on renovations, inside and out. Extensive landscaping with fountains, decks and patios creates a dramatic entrance as well as inviting spots for outdoor dining.

The interior retains a lot of the Cattle Company theme that used to be part of the restaurant's name. Overdressed to play several roles, the place is a warren of atmospheres. The look is part hunting lodge, part sprawling ranch house, part Wild West saloon and part Victorian wild game museum. Taxidermy specimens include native game such as white-tailed deer, and an African lion standing on its hind legs in full attack mode. Culpepper (now the official name) looks as though it were moved lock, stock and vintage saddles from Fort Worth's Stockyards.

CATTLE RUSTLING: "We're trying to work 'Cattle Company' out of the restaurant," says Mr. Holben, to create a more upscale but moderately priced steakhouse known for lobster, steaks and seafood.

Mr. Holben replaced chicken-fried steak on the dinner menu with a 5- to 6-ounce chicken-fried lobster tail ($31). Sounds gimmicky, but fried lobster has solid roots in Asian cuisines. The Culpepper version is meaty and rich enough to satisfy a diner who wants an interesting lobster dish, or one who still yearns for its cowboy antecedent.

Besides, chicken-fried steak ($7.95) is still on the lunch menu. A much more interesting choice, however, is the chopped sirloin ($7.50) with sautéed crimini mushrooms and a smooth, silky green peppercorn sauce topped with a grilled tomato slice and fried onion rings.

Food here isn't cutting-edge but has enough imaginative twists and ingredient upgrades to make it nouvelle Western. Culpepper isn't just a small-town steakhouse anymore. When he signed on, Mr. Holben says, chef friends from Dallas thought "I'd lost my mind." But he's well on his way to creating a restaurant that will bring diners from Dallas as well as providing a nonchain, quality alternative for suburbanites.

MESQUITE MODERATION: Pungent mesquite is the Culpepper wood of choice for grilling. From the parking lot, there's no mistaking it for the sweeter aroma of hickory, milder oak or anything else. Few restaurants concentrate on wood from this scrubby tree anymore, since it was totally overdone in the early '80s during the dawn of Southwestern cuisine. Here, though, mesquite flavor isn't nearly as assertive as the aroma in the air. Applied at this level, mesquite deserves renewed respect.

Filet Averi ($29.95), a beautifully medium-rare beef fillet with large grilled shrimp on a bed of pommes frites with béarnaise sauce, combines classic touches with cowboy sensibility. It is a dish that reflects the wild and woolly, sometimes showy, sometimes graceful interior – a similar mixture of fancy and fun.

DESSERT DISAPPOINTMENT: A mammoth wedge of carrot cake ($7.95) wasn't as big on taste as it was in size. Ditto the bread pudding ($5.95), again bigger in girth than in taste appeal.

WORKS IN PROGRESS: Structural renovations are complete, but turning small-town staffers into polished, attentive and informed servers is an ongoing effort. Service hasn't achieved the same level as the food.

The wine list has grown from a mere 13 selections to 60, concentrating on value bottles in the $35-to-$40 range. Katherine's Vineyard Cambria chardonnay ($36) was right on the mark. At this point, the wine list is closer to goal.

NAME GAME: Culpepper may never lose the apostrophe "s" among locals. But the changes have created a restaurant of improved caliber and higher ambition, worth a drive from any direction.

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Published in The Dallas Morning News: 07.25.03