Most of the bars and restaurants in Leesburg or Sterling were shoehorned into new shopping plazas or malls built within the past 30 years. The stunning Magnolias at the Mill is an exception: This gorgeous old building began life as a flour mill in 1905, and when the restaurant moved into the space 99 years later, the owners kept most of the graceful three-story building intact, along with a number of the old wooden pulleys and buckets that hang overhead.

Full of naked, weathered wooden beams, walls and floorboards, Magnolias is striking in its simplicity. A wide-open layout inside allows you to see the rafters from most dining areas and staircase landings. Rare flashes of color come from Amish-style quilts hanging in small anterooms and the huge wine storage unit under the stairs.

Classy and minimalist, this is not a place to go when you want to get crazy. The atmospheric setting, low lights and great wine selection make it a date spot more than anything else. You can bring friends to sit at the bar and watch games on the flat-screen TVs, but you might do better to invite a special someone for a quiet drink or two.

Like its sister restaurant, Tuscarora Mill in Leesburg, Magnolias has one of the better beer selections around. My last visit found the taps pouring the insanely hoppy and pungent Green Flash West Coast IPA; Breckenridge's sweet, malty, amber Avalanche Ale; floral, golden Anderson Valley Poleeko Gold; and, for a hint of warm weather to come, the summery, citrusy Bell's Oberon wheat ale.

Speaking of Bell's, in March, Magnolias welcomed the Michigan brewer for its monthly beer dinner, which pairs selected beers with the chef's four-course tasting menu. The next one, on April 26, features beers from California's highly regarded Lagunitas Brewing Co. Tickets are $65, available from the restaurant, and include all food and drink.

For snacking, you won't go wrong with the flatbreads, which are mini-pizzas topped with a variety of meats and cheeses; the one with the chorizo sausage, spinach and five-cheese blend made the best impression. It's also worth noting the martinis, which veer toward the sweet-and-fruity end of the spectrum; the interesting wine list, which contains a few good Virginia bottles; and limited-time-only selections of wine.

A word of caution before you go: Don't plan to make Magnolias your last stop of the night, unless you're the early-to-rise sort. The bar shuts down at 10 during the week and midnight on weekends.

-- Fritz Hahn (March 16, 2007)

Magnolias at the Mill is owned by the Tuskie's folk but has a more informal atmosphere and a warmer welcome. The menu features small plates and medium plates, sandwiches, main courses and gourmet pizzas, which Magnolias calls flatbread, and they are not to be missed. The setting is rustic, with pulleys and wheels still in place from the building's original life as a seed and feed mill. In the year it has been open, Magnolias has become a stalwart of western Loudoun.

--Nancy Lewis (April, 2005)