Limited Time Offer: What Happens When, Chef John Fraser's Pop-Up in Nolita

[Photographs: J. Kenji Lopez-Alt]

What Happens When

25 Cleveland Place, NY (map); 212-925-8310
Service: Friendly, knowledgeable, efficient
Setting: Slightly cramped, arty industrial feel
Must-Haves: Menu changes monthly
Cost: Prix fixe, $58
Hours: Tuesday to Sunday, 5:30 to 11 p.m. Grade: A-

I want nothing more than to be a regular. I like knowing that the bartender knows how to mix my Sazerac just how I like it, and that the chef doesn't have to ask me what my allergies are or whether I'll eat pig's tails or not every time I sit down (the answers are raw stone fruit and yes). I like chatting with waiters, getting to know the manager, being greeted by a familiar host, even getting the occasional treat from the kitchen or a taste of a work-in-progress from the bar.

In New York, that's tough.

First off, the restaurant scene is so packed that it's tough to be even an occasional customer at a good restaurant, let alone manage to dine regularly. On top of that, the food scene in New York is so frenetic, so fraught with openings and closings, that simply keeping up with what the top chefs are doing is a full-time job (one that many folks make a well-fed living out of!).

Taking frenetic New York dining to the next level is the recent trend of "pop-up" restaurants, where even if you're a regular, you're not a regular. Take, for example, What Happens When, the Cleveland Place pop-up helmed by chef John Fraser or the Upper West Side's Dovetail.

Working with a nine-month lease, the small restaurant (about 40 seats) features a complete overhaul every month, changing everything from the menu and decor, down to the attractive waitstaff's uniforms (this time round it's dark tops and corsets).


Cutlery drawers in the table

The walls, floor, and ceiling are spare, painted black with architectural chalk lines indicating where stools, tables, and chairs should sit. The ceiling is decked out with a grid of eye-hooks, designed to allow for quick decor changes.

At my meal last night, a large tent-like sheet was draped across the ceiling with hanging constellations of small point lights intended to evoke the atmosphere of Renoir's famous Boating Party. The 19th century French theme permeates the menu, which includes Absinthe-flavored cocktails (excellent, if strong) and a French-heavy menu with updated versions of classics like Brandade, Bouillabaisse, and Poulet Rôti. It's never a question that you're dining in a "space," not a "restaurant," and it's arty to the degree that I wouldn't be surprised if the waitstaff were instructed to refer to your meal as a "happening." (Indeed, each menu change is described as a "movement").

If you're the type who gets annoyed by industrial-art types and avoids gallery openings like the plague, you might find the atmosphere off-putting, but once I managed to get past the slight pretentiousness of the concept, it was quite an enjoyable space to dine in, particularly because the waitstaff is excellent and the food was really good—stunningly good, in fact, if you consider the training and focus that must be required of a kitchen staff to pull of such an ephemeral menu.

Meals are prix-fixe with three courses at $58, and a choice of four different options with each course, along with a dainty trio of amuses bouche (ours were an excellent chilled green-garlic soup, a small square of kale omelet, and a pretty skippable lemon balm gelée). Considering Fraser's credentials and the prices you could pay at Dovetail, it's a positive steal.



Of the three appetizers we tried, the best was the rabbit. Tender braised meat stuffed in a crisp phyllo crust, with little disks of heavily cured loin that are almost ham-like in flavor, it comes with a swirl of yogurt and harissa making it more North African in influence than strict French. A light salt cod and potato branade comes crisply fried in panko with a fava bean purée (I love spring!), while a salad of perfectly cooked artichokes features three different aïolis. Despite their distinct red, white, and green colors, their distinct flavors were hard to pick up—this is not a complaint, they were delicious nonetheless.

Entrees are seafood heavy, with both a grilled swordfish and a striped bass and scallop combo. The latter was the best dish of the evening, with some of the best cooked scallops I've had in years, though the best part of the dish were the vegetables, buttery glazed turnips and carrots and asparagus. Did I mention that I really love spring?

Braised veal with fried chickpea panisses and some sweet charred spring onions were tender and remarkably light, despite coming in nice meaty chunks, while the roast chicken breast was as moist as you could hope for (I just wish the skin had been a bit crisper). Fraser's the type of chef who likes to put a lot of stuff on the plate, but whether it's due to his talent or some particularly remarkable fresh spring ingredients, nothing loses its individuality.


No doubt a move to take some pressure off the tiny and efficient kitchen, the three desserts and one cheese option come off a dessert car. Chocolate tart borders on too sweet, but like the rest of the food, is thankfully light on the palate. A sour cream tart with tiny swirls of pureed pistachios sounds awesome on paper, but comes out more cloying than truly sour. I much preferred the excellent almond tart, particularly the nutty almond praline it came with.

The great thing was that despite this being my first visit there, the friendliness of the service and the obvious care coming out of the kitchen actually made me feel more like a regular than at some other New York restaurants I've been to multiple times. It's definitely a trendy spot—the crowd is pretty, and fashion-conscious. No stiff-suits or over-40s to be seen. And perhaps the constantly changing menu is a boon to the kitchen—the courses were exciting and dynamic, the new-car scent still fresh.

We'll have to see if the next iteration can manage to keep the excitement going.

Click through the slideshow above for pictures and descriptions of each course.