Whatever your preconceptions about Empire, the new restaurant and cocktail lounge in downtown Napa, leave them home. You will be surprised at what you find there.

It almost seems a shame to describe the place, as one of the joys of Empire is discovering your way into it. So, here's a spoiler alert. If you plan to go and want to discover it yourself, tear out and save this review now, stash it until after you go, and then see if the review does the place justice.

OK, if you're still with us, you enter a room that co-owner Nick Rimedio calls "The Gallery." It has echoes of the archways in Grand Central Terminal and the low couches, short tables and comfy seats of a railroad bar car.

The Gallery leads into a separate room that Rimedio calls "The Great Room." It's a great room, with banquettes along with couches, low chairs, short tables, dim lighting and a 10-stool full bar with faux organ pipes decorating the back bar.

Lights affixed to an overhead hanging wagon wheel and the organ pipes provide echoes of the Empire Saloon, the first commercial building built in Napa County in 1848, after which this place is named.

If you stand in the center of the Great Room and look to the ceiling, you'll see that a narrow ventilation shaft rises several stories to a constellation of starry white lights against a dark background, with small red lights spelling out the word "Yes," recalling Yoko Ono's Fluxus art piece that so entranced John Lennon.

A main feature of the Great Room is a series of five vertical cylinders full of seawater, each containing a handful of jellyfish that wriggle up and down in their tanks like blobs in a lava lamp, with the cylinders echoing the organ pipes behind the bar.

Other, separate rooms offer privacy for special events, and a passageway decorated with an articulated spine mounted on a pedestal leads to the upscale Andaz Hyatt hotel (rooms $338 a night), a separate institution but in the same building.

The dim lighting, low and comfy seating and urbane music give Empire a faintly louche atmosphere. It does stay open until midnight Wednesday, Thursday and Sunday, and to 2 a.m. Friday and Saturday. The cocktails are expertly crafted, so you know there'll be a few late night kisses stolen somewhere in the recesses of the place.

Cocktails include old classics like daiquiris and new classics, at least here in North America, like pisco sours. Then there are special "Empire cocktails" like the Meriwhether, a concoction of Templeton rye, Barolo Chinato (Italian barolo wine infused with roots and herbs), Germain Robin apple brandy and Kina l'Avion (white wine infused with quinine, ginger, orange peel, sandalwood and wormwood). If that sounds intriguing, it'll cost you $14.

The food is not an afterthought. The menu and the plates are small, but they are exquisitely done. Tomales Bay Kumamoto Oysters ($4 each, 3 stars) are dressed with guava and the most under-appreciated herb, lightly anise-flavored chervil. Beet Salad ($9, 3 stars) features red and Chioggia beets, arugula, dried sour cherries and tarragon. Lemongrass Chicken ($10, 3 stars) is like a curry accompanied by ground nuts, mango, cilantro, lime wedge and romaine leaves so you can roll the ingredients in a leaf like Thai-style meang kam.

Empire is hip and up-to-date, and so is its food, which draws from cuisines around the world. House-Made Pickles ($8, 3 ? stars) honors the current craze for fermented foods, with pickled cucumbers, carrots and burdock root. Wild Mushrooms ($11, 3 stars) includes sauteed hen of the woods, shiitakes and royal trumpets paired with three crispy fried cubes of polenta, wilted spinach and preserved lemon.

The best dish of the night was a small plate of Crab Agnolotti ($14, 4 stars), a typically Piemontese pasta stuffed with crabmeat in a creamy sauce with spicy-hot Fresno peppers, mei qing choy and lovage (the herb that tastes like celery).

Turkey Breast Slider ($11, 3 stars) was only a couple of inches in diameter, but loaded with so much turkey, cheese, avocado and harissa that you can hardly fit it in your mouth. It comes with thin, salty, crispy onion rings.

Do not leave Empire until you've had a piece of the warm, rich, luscious, moist Carrot Cake ($7, 3 ? stars), studded with raisins and nuts. It's carrot cake in excelsis.

To sum up: Empire is a hipster's paradise with excellent cocktails and food.

Jeff Cox writes a weekly restaurant review column for the Sonoma Living section. You can reach him at jeffcox@sonic.net.