Smarty Cooking School: Mac-n-Cheese

So I have kind of a love-hate relationship with Mac n’ Cheese. I didn’t grow up on it, in fact, the first time I ever had it was in college and it was not my favorite. Don’t get me wrong, I had made it before (many times when I was babysitting)…boil the noodles, add milk, butter and orange powder – stir and done! It just looked and smelled so gnarly, but the kids always woofed it down like it was the tastiest thing ever. Then one day in college, while telling my friend that I never had it, she decided to make it for dinner. It was still from a box, but this box was fancy…yellow, not blue and the mix was already creamy, not in powder form. All right, I’ll try it. Ummm, what’s the word I’m looking for…..how about anti-awesome! The noodles were über mushy and over cooked and there wasn’t much if any flavor at all. Yet, once again, everyone woofed it down, and I was left wondering what the heck was I missing?

I think I get it now. It’s called, nostalgia. I have no idea if half of the foods that I LOVE so much from my youth are in fact ridiculously delicious, or if it’s the fact that they bring back memories and a sense of comfort, reminding me of my youth. I have to believe that’s true, because my husband will tell me all day long that the “Beefie” dish that I hold near and dear to my heart, “tastes nasty.” Ummm, wha?!!!!   Is he nuts?!   It’s delicious and every bite makes me smile! How could he not like it?!!  Anyhoo…

So back to Mac n’ Cheese – I was determined to find one that I did like! Boy did I ever – lobster mac n’ cheese, BACON mac n’ cheese, baked 5 cheese mac n’ cheese with a delicious cheesy crust…. Alas purists will say, “none of those are mac n’ cheese”, and no way in heck would I get most kids to try it. So I decided to create my own! It had to be cheesy, NO mushy, overcooked noodles, had to have flavor (but not overwhelming so the little ones might be tricked into liking it too) and it couldn’t be ORANGE 😉 I think this one is a winner!

I hope you’ll give this one a try…I’d love to know what Mac n’ Cheese lovers think!! Enjoy! Xoxo!

Let’s get those ingredients ready! You’ll need: Shredded sharp white cheddar cheese, shredded gruyere cheese, 2% and skim milk, nutmeg, Dijon mustard, onion powder, pepper, panko bread crumbs, butter, salt, flour and elbow shaped noodles.

Melt the butter on med to med/low until it begins to bubble and add your flour, whisking well and for about a minute until it starts to bubble a little then start adding your warmed milk whisking all the while to get it nice and creamy and thicken it up.


Ummm, this is NOT the time to go and let your dog out! I made that mistake and even though it was for like a minute, when I came back, the rough had thickend too much and wouldn’t melt into my milk, no matter how much I whisked!!! NO WORRY! If that happens to you too, throw that milk/roux mixture into a blender, give it a good blitz, pour it back into the pan and VIOLA, creamy again with NO lumps! Woop woop!


Once it starts to thicken up, drop the temp down to your lowest setting and add the onion powder, Dijon mustard, nutmeg and pepper and whisk well to combine and start adding your cheese. ***NOTE: This is kind of important. Add the cheese one handful at a time, whisking until it melts, then onto your next handful. If you do it this way, you won’t get that gritty texture you can sometimes get with mac n’ cheese.

Once it’s all creamy, gooey and awesome, take off the heat. Add the cooked noodles to a big bowl, then grab your helper while you pour out the cheese mixture over your noodles and mix well.


It will look like you have a little more sauce then you need…NOPE! It’s perfect, leave it alone and resist the urge to add more pasta. This noodle to sauce ratio is great combination for a perfectly creamy mac n’ cheese. Now melt the remaining TBS of butter and when it starts to bubble, add the panko, remaining onion powder and pinch of salt. Stir well to combine and toast for about a minute, that’s it. Remove from the heat and let it set aside.


Pour the mac n’ cheese mixture into your prepared baking dish, and then sprinkle the top with the panko topping. Bake at 375 for approx 25-35 minutes, or until cheese is bibbling and crust is golden brown.


Once you remove it from the oven, let it sit for at least 10 minutes before digging in. Realistically, mine sits for more like 15-20 minutes because I’m getting the rest of the dinner ready, getting the plates out, kids setting the table, getting their vitamins, pouring my glass of wine…wait, what?! ☺

Cyn’s “kinda’” Traditional Mac n’ Cheese

Cheese Sauce
3 TBS unsalted butter
2 C 2% milk plus ¾ C skim milk
¼ C all-purpose flour
1 C grated Gruyere Cheese (I used the HT already grated brand this time and it was great!)
2 C grated white sharp cheddar cheese (I love Cabot shredded seriously sharp cheddar)
1 tsp Dijon mustard
¼ tsp onion POWDER (NOT onion salt) sometimes it’s sold as “granulated onion”
pinch or two of ground nutmeg (if you’re grating fresh nutmeg, I grated mine for like 10-13 seconds)
1/8 tsp ground black pepper

Topping
¼ C UNseasoned Panko breadcrumbs (I like the HT brand)
1 TBS UNsalted butter
1/8 tsp onion powder (like two or three good shakes)
pinch of salt

Noodles
½ lb elbow macaroni
salted water (always season your boiling water with a good hand full of kosher salt when making pasta)

* Preheat the oven to 375 and spray your baking dish with a bit of Pam – set aside.

* Cook your noodles 3 minutes shy of what your box asks for ‘al dente’ – for me, it was only like 3 mins total! Drain, and rinse with cool water and set aside (I just let it chill out in the colander in the sink). Meanwhile, heat your milk in the microwave or in a small sauce pan. You don’t want it to bubble, just warm through and set aside. I keep mine over the lowest flame setting while I do the rest of my recipe. By the time I need it, it’s perfectly warm.

* For the crumb topping, in a small skillet or sauté pan, melt 1 TBS butter until bubbling, then add the panko bread crumbs, onion powder and pinch of salt and lightly toast for a minute (you’re not looking for it brown, just to really coat the bread crumbs and not be soggy). Set aside.

* Melt 3 TBS butter in a high sided skillet until it starts to bubble, then add flour and whisk while cooking for about a minute or two over med to med/low heat.

* Slowly pour the warmed milk into your roux (flour and butter mixture) while whisking so that you don’t get any lumps. Whisk constantly until it starts to thicken up. Turn heat to low, and add the cheese, one handful at a time, while whisking all the while. Repeat until all the cheese is in and melted, then add the nutmeg, Dijon mustard, onion powder and black pepper and whisk well until smooth and creamy. Remove from heat and set aside.

* Add the macaroni to a big ole’ bowl, and pour all of the gooey cheese mixture over top and mix well. It will look like it needs more pasta for all that sauce…nope! That sauce will bubble up and thicken while it’s in the oven and even more so when it sits to cool.

* Pour mixture into prepared baking dish and sprinkle the top with the Panko topping, then bake UNcovered for 25 minutes (I used my convection setting, so you might need 30-35 minutes if using conventional setting on your oven), and bake until cheese is bubbling and top is golden brown.

* Remove from oven and let cool for at least 10 minutes so that the cheese has a chance to set up a bit and serve with your favorite meal. This is a perfect side to go with a rotisserie chicken you grab from the deli, crisp salad or side of fruit and dinner is done!!! I also find this is quite tasty, on it’s own, in a bowl, while watching your favorite show with a nice glass of chardonnay…just.sayin’. ☺