Recipe by Brian Makarewicz and Mark Osborn

Words by
Over Easy & Over the Top
Photography by
A Taste of Topside Inn

Want to hear something impressive? None of the content in Over Easy & Over the Top was intended for a cookbook. Instead, the dozens of recipes and their accompanying photos are a result of thousands of mornings spent by owners of the Topside Inn in Boothbay Harbor, Brian “Buzz” Makarewicz and Mark Osborn, preparing, serving, and sharing breakfast for and with their guests. The pair create all their own gourmet breakfast recipes and have never hesitated to write them down to share with visitors. Recently, however, guests have had an even bigger request, one that Osborn and Makarewicz couldn’t turn down: Why don’t you publish a cookbook?


Like an instructional photo album, Over Easy & Over the Top not only provides readers with a delightful combination of sweet and savory breakfast dishes; it tells a story of the past four seasons that the owners have begun their morning at 4:45am to serve a table of up to 50. 


“Most of the photos in the book, with the exception of a few, are actually from guests, staff, Buzz and me,” says Osborn. The inn owners have always loved cooking and especially enjoy the possibilities of a non-traditional breakfast dish. 


“We joke that we make dinner, put an egg on it, and call it breakfast,” says Osborn. This is certainly evident in one of their composed dishes, Fried Green Tomatoes with House Smoked Pulled Pork (the latter being a specialty of Makarewicz’s) and avocado-lime Hollandaise sauce, a healthier version of the rich delicacy. 


Like a walk in the park, Osborn will make his own warm bacon vinaigrette for the accompanying arugula salad picked from the inn’s garden. He explains that the warmth of the dressing on the salad gives the dish a breakfast “feel” and the lightness of the fried green tomato allows guests to still feel energized after imbibing. 


This style of combining several simple recipes to create something complex, stunning, and distinct for the book is comparable to the many different experiences that contributed to it. And like each guest that comes to the inn, each recipe has its own backstory. 


Osborn says one of the most memorable dishes in the cookbook for him started with a dilemma. His idea was to create a play on a mushroom and cheese omelet with potatoes, crispy prosciutto, a sunny-side egg, and potatoes, but they didn’t want to just boil gnocchi. 

“Then my mom said, ‘why don’t you pan sear it?’ It was the most brilliant thing, because when you pan sear gnocchi they come out as these crispy little dumplings. And that pulled the whole dish together.”


Over Easy & Over the Top can be purchased here. Topside Inn is located in the center of Boothbay Harbor and is open every year from the first Friday in May to about the third week in October.


Topside Inn Popovers


Yield: 12 large popovers or 24 small popovers


6 eggs

2 cups milk

1 teaspoon salt

3–6 tablespoons melted butter (we typically use 3) plus

more for pans

2 cups all-purpose flour


Adjust oven racks to just below center with no racks above. Preheat oven to 375 degrees.

Beat eggs slightly.


Add milk and melted butter, whisk together. Gradually add flour and salt as you mix batter. Do not over beat batter, a few lumps are fine. Transfer the batter into a large liquid measuring cup to make it easier to pour.


Place pan(s) into oven to warm for 5 minutes, remove and butter popover pans with a pastry brush. Pour batter into each cup about ¾ full, do not overfill cups.


Bake for 50 minutes. Do not open oven during cooking, or your popovers will deflate. Also, avoid banging oven door, or other activities that may cause vibrations.


Remove from oven, turn out of pans and serve immediately.


*See special chefs’ notes in Over Easy & Over the Top 


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