Third Carb’s the Charm –

Bread marked his first foray into the Richmond culinary scene, later followed by pizza, and now Billy Fallen has embraced another carb-centric concept, this time joined by the former owner and chef of Dutch & Co. Caleb Shriver.

On Tuesday, August 2, Billy Pasta, a fast and casual made-to-order business dedicated to pastas and their accompaniments, debuted inside Ellwood Thompson in Carytown.

“Pasta gives us such a beautiful palette to add things to,” says Fallen, a culinary institute graduate who was put on the pasta station during one of his first kitchen jobs. “It soaks up a lot of flavor, so it’s fun that way. It is an accessible food that everyone has eaten in their life.

The partnership between Fallen, Shriver and Ellwood Thompson founder Rick Hood was organic, all sharing a devotion to local growers. Ellwood’s has been a staunch supporter of Fallen products, from its Billy Bread baguettes (now produced by another bakery) to frozen Billy Pie pizzas, for years. Looking for a food concept to exploit at The Beet cafe in Ellwood, Hood reached out to Fallen to open a Billy Pie outpost inside the store. But Fallen felt there was a better fit.


After his famous Church Hill Dutch & Co. restaurant closed in 2020, Shriver, who launched an additional pasta menu at the restaurant years ago, started working at Billy Pie. Around the same time Hood asked to bring an in-house concept to life at Ellwood’s, Fallen also got a call from a seasoned Williamsburg friend, restaurateur and pasta maker who had purchased a considerable amount of equipment for the production.

Equipped with the proper tools for making primo pasta, space to showcase his carb-centric third vision, and an enthusiastic and talented chef ready for a challenge, Fallen saw an opportunity in the form of conchiglie and linguine.

“[It] kind of worked, and [the] the timing was perfect,” says Fallen. “I asked [Caleb], ‘Do you want to do this together?’ ”

Inside Ellwood’s, an ordering station allows customers to order cups of freshly made egg noodles to go. The current line of sauces includes a classic marinara; Bolognese ; kale and lemon-ricotta pesto; cacio e pepe; and a seasonal corn, tomato and basil. Providing a playful crunch, crunchy toppings such as chilli-garlic, saffron and hazelnut can be added to pasta dishes as a finishing touch. Gluten-free pasta is also available on request.

A cold deal at the Billy Pasta counter an area that Fallen describes as a “mini Italian market” houses a burrata and beet salad with a sherry-orange vinaigrette, mixed greens and fennel with a lemon-mustard vinaigrette, and take-out pasta boxes ranging from fusilli to casarecce and fettuccine.

Having access to produce offered at Ellwood’s, Billy Pasta sources tomatoes from Tomten Farm in Prince Edward County, in addition to eggs, beef, pork, and grass-fed butters and cheeses from the store.

“When Rick and I thought about all of this, he wanted to make sure we were going to use all the stuff they carry around Ellwood’s; it’s a very symbiotic relationship,” says Fallen. “By teaming up with Rick at Ellwood, we have access to all of the relationships that they have made with produce suppliers and farmers, and that was really important to Rick, Caleb and me.”

In the back-to-basics concept, it’s all about small touches, from the brass dies on pasta machines that create a rough textured surface for sauces to adhere to noodles to the use of pasta water to make whip up the starch in sauces.

“We’re building things that are pretty simple, but with a few elements attached to them,” Fallen says. “I think people understand what Caleb does and what I do, and we love the quality and strive to bring that to people, and to let people experience that, it’s pretty exciting.

Last month, Fallen bid farewell to his brick-and-mortar pizzeria at Patterson and Three Chopt in order to focus and ramp up production of his frozen pizzas. Diners can still get fresh pies locally during brewery hours at Basic City Beer Co. in Manchester, where Fallen has secured a residency. In addition to collaborations with breweries in Charlottesville and Waynesboro, there are three more on the horizon for Williamsburg, Danville and Fredericksburg.

Billy Pasta is located inside Ellwood Thompson’s at 4 N. Thompson St. and is open 11 a.m. to 7 p.m. daily.