A bistro along the bank of the St. Joseph River, a transplanted Italian minutes from the Wisconsin state line and an authentic Spanish outpost in downtown Valparaiso -- these are the latest inclusions in our ongoing series of out-of-the-way Midwest dining destinations.

Have fork, will travel: Another installment of restaurant critic Phil Vettel's search for worthwhile, off-the-beaten-path dining.

--Bistro Rio, Mendon, Mich.

Twenty minutes south of Kalamazoo, Michigan Highway 60 winds through picturesque towns such as Constantine, dotted with front-yard political signs urging "Balk for Sheriff" (presumably because the candidate talks the Balk and walks the Balk). The road eventually passes through Mendon, a town I'd never heard of but I know now is home to at least one charming bed-and-breakfast (the Mendon Country Inn, run by a husband-wife team of expat Afrikaners, which explains the jungle decor in one of its cottages and its weekly "Out of Africa" dinner lectures) and one way-cool restaurant.

The restaurant is Bistro Rio, and it sits within cherry-spitting distance of the St. Joseph River (one of the area's three rivers). Two outdoor patios (one on a raised wooden deck) offer views of the water, but the 40-seat interior space is pretty as well, its putty-colored walls trimmed with bright-white woodwork, matching the table linens.

For years, Bistro Rio was known for its Southwest- and Latin-influenced food (lobster enchiladas, for instance). Chef/owner Aaron Smith, who hails from the Chicago area and who bought the restaurant around Thanksgiving last year, retained the name but has steered the menu onto a more contemporary-American path.

"I call it American Fine Dining," Smith said. "It's food I learned to do at Courtright's (in southwest-suburban Willow Springs) and Les Deux Autres (formerly in west-suburban Glen Ellyn). You buy the freshest ingredients and keep it simple."

Simple but clever, as seen in his "grilled prawn BLT," a pretty presentation that places the oversized shellfish on triangles of brioche bread, surrounded by a watercress coulis studded with juicy bits of pancetta. The heirloom tomatoes were not what they could be flavor-wise (this dish will be a lot tastier in August), but overall it holds together well. Better by far is a quartet of tortellini stuffed with ricotta cheese and black truffles; it's an earthy dish brightened considerably by a spring-pea broth surrounding the pasta packets, and bits of preserved lemon placed on top.

The entree category is full of intriguing choices -- duck breast with orange gastrique, sea scallops over basmati rice with vanilla-laced tomatoes -- but the loin of Berkshire (Iowa) pork over morel risotto with asparagus could easily be nominated as the ultimate Spring-in-the-Midwest dish.

A couple of local residents make up the friendly service staff.

The wine list, short and to the point, needs to expand its list of softer reds, which will match Smith's food better than the muscular cabs being offered now.

The restaurant offers dinner every night except Monday, though Sunday hours are only 4-8 p.m., when the menu consists of a small buffet and four or five entree choices, all cooked on the outdoor grill. Sunday prices vary with the entree but usually range from $16-$20. During the rest of the week, all entrees range from $19 to $22, except for the $28 filet mignon.

Bistro Rio, 225 W. Main St., Mendon, Mich., 269-496-7994; www.bistrorio.com.

• Paisano's, Richmond, Ill.

You can argue that Richmond isn't off the beaten path at all; local residents, vacationers and weekend boaters keep U.S. Highway 12 pretty busy year-round. But Richmond's blink-and-you-missed it downtown, a two-block collection of antique stores and other delights, has a restaurant that's easy for first-timers to overlook, even though others most assuredly have not.

Customers start crowding into Paisano's on Broadway at 5:30 p.m., and by 7, most of its 80 seats are spoken for. Enough people have to wait for a table that I'm surprised the local shops don't stay open a bit longer.

"This was going to be my retirement place," said Phil Gilardi, who owns Paisano's with his wife, Karen. "I figured I'd just work a few hours. In the first six months, we had reservations booked two weeks out. For Wednesdays."

So the Gilardis purchased the building next door, added more tables, and they've been playing to packed houses ever since.

It couldn't have been that much of a surprise. Gilardi's, set in a century-old farmhouse on Milwaukee Avenue in Half Day (before being annexed into Vernon Hills), was a northwest-suburban icon for two dozen years. Four generations of the Gilardi family worked there before Phil Gilardi sold the place three years ago.

"The land became too valuable." Gilardi said. "I retired for a year and hated it."

So he opened Paisano's, bringing along his former chefs (Victor Mares and Martin Beltram) and, close behind, a lot of his former customers. "Word spread so fast," he said. "They come from Crystal Lake and McHenry, and we're only 15 minutes from Lake Geneva. Probably my least draw is from Richmond."

The restaurant Gilardi's always featured hefty portions at moderate prices, and so it is with Paisano's, whose Italian-American menu features hefty pastas and a smattering of steak and seafood dishes. Apart from a couple of fancy steaks and the lobster dish, everything is priced under $20 (and the pastas are under $15).

Starters include the Pasta Fritta, a Gilardi's holdover of deep-fried lasagna pasta filled with prosciutto, provolone and spinach. The result looks like Italian eggrolls, bathed in a modestly spicy arrabiata sauce. Main course highlights include a classic veal saltimbocca, and the rolled eggplant stuffed with ricotta cheese and ground beef, topped with tomato sauce and Parmesan cheese. The latter would have been better, if not for a drastic overdose of salt, something the kitchen needs to watch (the deep-fried pasta nuggets were a smidge salty as well).

Homemade desserts are large and tempting, none more so than Karen Gilardi's gelati. There typically are three gelato flavors available daily; I was impressed by the smooth texture and faithful flavors of her strawberry and pineapple efforts.

The restaurant is exceedingly pretty, a multilevel space with oak floors and wall murals depicting the Italian countryside. And it's about to become bigger; Gilardi purchased another adjacent building and will use it to relocate one dining room while expanding the bar. "I'm only adding about 10 more seats," he said, "but I need a bigger bar; there's no place to wait. In the winter, I've got people waiting in their cars."

Paisano's on Broadway, 5614 Broadway, Richmond, 815-678-4500; www.paisanosonbroadway.com.

--Restaurante don Quijote, Valparaiso, Ind.

I've passed the Restaurante don Quijote billboards (there are eight or so dotting the highways around Valparaiso) a dozen times over the years, and I've always wondered about the place. Mostly I wondered if there were the slightest chance that Don Quijote could be authentic.

Apparently I wasn't the only one.

"People call and ask, 'Do you have paella?'" said chef and owner Carlos Rivero. "When I say yes, they ask, 'Do you have pinchos morunos (skewered pork)?' And when I say yes, they say, 'Oh, you really are a Spanish restaurant.'"

Rivero, a slim man with a nervous energy that won't allow him to stay still (not even for phone conversations), said he has had innumerable conversations of that kind during Restaurante Don Quijote's 23 years. The other frequent topic, he said, involves customers who are expecting Mexican food.

"Every week I'll get someone surprised by the menu," he said. "But it's getting easier. I take a lot of pride in my food, and I love to talk about Spain and the food and wines."

Rivero, a Spanish native, ended up in the States by marrying a woman with family in Merrillville. "We came here with all the intentions of going back to Spain," he said. "We stayed four years and went back to Spain, where I ran two bars and a restaurant with my brothers. And then we decided to go back and open a restaurant here."

There's plenty of Rivero's homeland in this restaurant. The dining room is tricked out to resemble a Spanish courtyard, complete with stone tile, false windows and a tiny fountain. Next door a retail shop carries Spanish foods, wines, stoneware and trinkets (dinner customers get at least a 15 percent discount on purchases).

Those with a nodding familiarity with Spanish cuisine will find the menu easy to navigate. There are two dozen or so tapas (a bit bigger than standard tapas size, though I doubt anybody complains), a large selection of seafood entrees, about half as many meat dishes and four varieties of paella, including a vegetarian version.

I ordered a half-dozen tapas and didn't come close to finishing them. Highlights included the boquerones, fillets of white anchovy marinated in a vinegary dressing, an excellent chilled gazpacho with a pronounced peppery kick, yummy and filling empanadas stuffed with chicken and peppers and two large wedges of Spanish omelet. The grilled octopus was a chewy disappointment, but it came with very tasty patatas bravas.

It'll take a stronger will than mine to resist the dessert flan. Rivero's version includes lots of caramel and a dark-caramel sauce, and it's delicious.

Don Quijote may not be the best restaurant in Valparaiso -- my nod would go to Bistro 157, a few blocks to the west -- but it's certainly the most exotic. Definitely worth an ole, or two.

Restaurante don Quijote, 119 E. Lincolnway, Valparaiso, Ind. 219-496-7994; www.donquijoterestaurant-in.com.

OTHER THINGS TO SEE, DO, TASTE

• Mendon, Mich.

Mendon is in the heart -- or at the very least, the lungs -- of Michigan's River Country, an area chock-full of hiking, canoeing, bicycling (trail maps available) and other outdoor activities. Check out the options at www.rivercountry.com.

The area is also home to some nine Amish communities. You can shop for hickory lawn furniture, oak cradles and baskets at the Spring Creek General Store (24763 Spring Creek Rd., Mendon), or drive south to Centreville, where you'll find a host of Amish markets. For info, call 800-447-2821.

Nearby Colon, Mich., bills itself the Magic Capital of the World, thanks to Abbott's Magic Co., the world's largest producer of magic paraphernalia and sponsor of the town's annual Magic Get Together, a four-day convention of performances, lectures and a huge dealer show. www.abbottmagic.com.

• Richmond, Ill.

The town has lots of antique shops for browsing, along with unique shops such as Skoopers, an old-timey place with a tin ceiling, soda fountain and a slew of novelty toys. The store also carries Boyds Bears, Harmony Kingdom and Charming Tails items. You could browse here for hours. 10321 Main St.; 815-678-4124; www.skoopersonline.com.

On the north end of town you'll find the International House of Wine and Cheese, a sprawling store with a deep wine selection and excellent prices. The cheese selection includes bags of cheese curds (with frying instructions), hunks of Colby shaped like Wisconsin, plus other local cheeses (but what's with all the imported Kerrygold stuff?). Open 7:30 a.m.-8:30 p.m. daily; the next-door American Cafe serves breakfast and lunch, with dinner till 9 p.m. Fridays. Mark your calendar for the store's Oktoberfest Beer & Wine Tasting, a Sept. 29 event featuring complimentary tastings of 75 wines and beers (German food, including brats and sauerkraut, are available). 11302 U.S. Highway 12, Richmond; 815-678-2500.

If you have time for a quick lunch (prior to dinner at Paisano's, of course), check out the Dog N Suds, a genuine independent drive-in restaurant ("where everything is so dog gone good") and a town fixture since 1963. Open from April through September, serving hot dogs, burgers (including the Texas Twin Burger), Italian beef and other griddle faves, along with sundaes and milk shakes. 11015 U.S. Highway 12, Richmond, www.richmonddognsuds.com.

For more on Richmond, see www.richmond-il.com.

• Valparaiso, Ind.

Thanks in large part to Valparaiso University, the city of Valparaiso has no shortage of cultural events. The campus also is home to the Brauer Museum of Art, inside the Valparaiso Center for the Arts, and which boasts a large collection of 19th- and 20th-Century American Art. Summer hours are noon-5 p.m. Valparaiso Center for the Arts, 1709 Chapel Drive; 219-464-5365; www.valpo.edu/artmuseum.

Watch a show, a concert, or a musical or dance performance at the Memorial Opera House, a performing-arts space built in 1893 and restored in 1998. 104 Indiana Ave.; 219-548-9137; www.mohlive.com. Or catch a local theater performance at Chicago Street Theatre, 154 W. Chicago St.; 219-464-1636; www.ctgonline.org.

For sun-worshipers and picnickers, the National Lakeshore and Indiana Dunes State Park (2,000-plus acres of woodlands and beaches) is a 20-mile straight shot north of Valparaiso. www.duneland.com

For more Valparaiso ideas, see www.ci.valparaiso.in.us

Photo Service, 202-383-6099).