O'Leary's, 310 Third St., Annapolis, (410) 263-0884. Open for dinner every evening. AE, MC, V. No smoking. Prices: appetizers, $4.95-$7.95; entrees, $10.95-$22. **1/2 In front of O'Leary's, the beach grasses rustled softly in the breeze. The building itself looks like a weathered beach cottage. True, it's set down between two parking lots, and there is a fish market between the restaurant and the water; but you can catch a glimpse of the sailboats docked at the nearby marina.

Inside you expect to find fish nets on the walls and fried seafood on the menu. Not this pretty California-style restaurant done in shades of peach and cream with touches of maroon. Its two small dining rooms are like enclosed porches, with lots of windows, blond wood and potted plants.

The menu is as untraditional as the looks of the place. I've always wondered how those restaurants that offer every seafood dish known to man -- and then some -- can possibly have really fresh fish. O'Leary's avoids that problem by having a very few standard shellfish choices (soft-shell crabs in season, crab cakes), even fewer nonseafood dishes (two chickens and a steak), and -- listed on a chalkboard -- several fresh fish of the day.

You select whatever fish you want from the chalkboard and have it prepared in one of five ways: mesquite-grilled with herb butter, sauteed in butter with lemon, poached and topped with hollandaise, baked and covered with beurre blanc, or blackened with Cajun spices. There's also something called a "medley" sauteed in sweet butter -- that evening, a portion of cobia and a portion of wahoo. In other words, you get to try a couple of fish you might not have tasted -- or even heard of -- before.

If you want something a little fancier, there are always several specials -- usually fish combined with shellfish and an offbeat sauce. They aren't giving any of the fish dishes away, though. Most of them cost more than $20.

Some of the specials are very good, like the spectacularly fresh tuna steak marinated in rum (which was hardly discernible). It was sauced with an orange vinaigrette -- silky, slightly sweet and slightly tart -- and sprinkled with a confetti of red and green pepper.

Some of the specials are odd, like a large, beautiful piece of salmon, moist and fresh, arranged with tender scallops, then sauced with a bit of kiwi-pear puree. The fish was fine; the sauce reminded me of baby food. But at least the kitchen is trying to be creative.

Mako shark -- firm, flaky and, like all O'Leary's' seafood, very fresh -- was mesquite-grilled, bedded down with a couple of mesquite-charred shrimp and covered with a colorful black bean, white corn and tomato salsa. It was pretty good, but at these prices you want to be able to say "wow!" about every dish.

All the fish selections came with a choice of buttery little new potatoes, a wild and long-grain rice mixture or spinach fettuccine Alfredo. (Choose the potatoes. The rice is OK, but the pasta tasted as if it had sat around for a while.) Dinner also includes a pretty little salad, but get the dressings on the side. They're applied with a heavy hand.

Someone had to try one of the restaurant's more traditional dishes. That someone ended up being me. In this case, it was a fried seafood platter. Clearly the kitchen wasn't very interested in its fried shellfish. A crab cake, oysters, shrimp, squid and scallops were piled up unattractively on one side of the plate. Balancing them was a huge mound of not-quite-crisp-enough lattice fries. All the shellfish were exceptionally fresh, and the crab cake had lots of back fin (although there was too much mayonnaise for my taste). But everything had been dipped in a cornmeal batter and fried. It got monotonous.

As for starters, O'Leary's' hot appetizer medley couldn't have been better: oysters Rockefeller, the plump mollusks balanced with anise-scented spinach; clams casino with just the right amount of buttery crumbs; and fat mussels bathed in an elegant beurre blanc.

O'Leary's' tomato crab bisque is mostly heavy cream tinged pink with tomato and enhanced with flakes -- but not enough flakes -- of snowy crab meat. Fried squid was tender and hot, but again, you have to like cornmeal batter on your fried seafood. A special of escargots in mushroom caps was pleasant, with a cream sauce flavored with red wine and garlic.

O'Leary's makes its own desserts, a nice balance of super-sinful (the chocolate silk or peanut butter mousse pie) and light (lemon mousse or strawberries and cream). All were decent but the berries. This was at the height of the Eastern Shore strawberry season, and O'Leary's was serving wooden California berries with white cores.

Next: Piccolo's at Fells Point

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