Mac ‘N’ Cheese

I don’t think this post needs much of an introduction. I’m sure that after the title and the first picture, most of you wont even be paying attention to my babble anymore. Cheese, Cheese, More Cheese, Pasta, Milk, Bread….it’s like I just died and gone to heaven. Mac and Cheese, the epitome of all childhood classics. The mother of all comfort food. Bubbly cheesy goodness all tossed with pasta, topped with bread and more cheese, baked until golden brown and crusty. Let’s all jump around the flavor train to Carbsville. The crust. The crust. The crust. I’m repeating myself to add emphasis and verbal infliction onto the best part of this dish. You know what? Forget the macaroni and cheese, just hand me a giant plate of only the top crunchy part, because that’s all I really care about in the end. That’s the only part that matters to me.

Okay, I know I said it didn’t need an introduction or a little story leading up to the post, but I lied. This post in particular actually does have a story behind it. A friend of mine just moved to her very own apartment for the first time. Just weeks ago she was telling me how excited she is to start cooking because she finally has a kitchen to experiment in. It was the perfect opportunity to plug in my new blog to her, because let’s face it, I’m a giant ham and  should just climb into the oven and roast myself. Any opportunity to pass along my new project, I’ll jump at. Well my friend became really excited about it and since then has been a great follower and feedback giver. Yup, I just said feedback giver. Not long after that she asked me if I could feature a recipe that she has been wanting to try.

Well, Sam, your wish is my command. Here is the recipe you requested, easy to follow and very delicious. I might have been doing you a favor, but in reality you did me one! Because this was an amazing recipe. I’m glad you came across it. I hope I did Martha Stewart Justice, I do have to say though, that I made some minor changes, just because I’m stubborn in my ways and thought it could be better. What do I know though right? Hope this helps you.

The cast:

In order of appearance (Not really, I’ve just always wanted to write that).

Gruyere Cheese

Sharp Cheddar

Whole Milk




The first step you want to get out of the way is boiling the noodles. I thought I’d skip showing you the step of boiling water, as I was just recently told that most people know how to boil pasta.

So therefore, PRESTO. My pasta is cooked. It’s like magic.

Just follow the instructions on the box.

If you don’t know how to boil pasta, rest assured, you can see this post to learn how. (Click Here).

So here was my change up #1.

I didn’t want to use a boring old macaroni noodle. Primarily because I wanted to be bold and different, but truthfully and in all honesty its because the macaroni are way too small for my liking.

I wanted something bigger and with ridges, to hold all my wonderful cheese sauce. Bigger pasta? Yes please.

Let these sit while we make the cheese sauce.

In a medium sauce pot, bring the milk to a gentle simmer. You never want to boil dairy products rapidly, because they’ll develop a skin.

As the milk heats up, melt some butter in a large pot.

You want to let it melt completely over medium heat, making sure it doesn’t brown or burn.

Add the flour.

Whisk it all together and allow to cook for a bit, until the raw flour smells a little nutty. Just a couple of minutes.

We’re making a Roux which is a fancy culinary term for a thickener. It is often used to thicken, gravy, sauces, soups, stews….you name it. That’s my $2 culinary term for the day.

Allow it to cook until it browns in color and starts to bubble.

At this point the milk should be heated.

Slowly stream it into the pot, while you whisk. Adding it slowly while whisking, will prevent lumps.

“We don’t want no lumpy sauce!”

And btw please use whole milk.

Don’t try to cut corners by reducing the fat. This is mac and cheese for crying out loud. If you’re gonna be naughty, might as well go all the way. Enjoy it!

So you’ll go to the gym for a few extra days….its okay. “So what? Who Cares?” —-That’s my Joy Behar impersonation for you.

Once the milk is completely whisked in. Allow to simmer, until it thickens.

This, my friends, is called a bechamel  sauce. Okay, that was my last $2 culinary term. Promise.

It’s just a fancy term for a white sauce. Who would have thought? Go around telling your friends bechamel this and roux that. You’ll appear to be a fancy pants. You’re welcome.

You’ll know the sauce is thickened when you give it the good ‘ol spoon test. That’s when you stick a spoon in there and it coats the back of it, like so…

Once the sauce has thickened, remove from the flame.

It’s time for the seasonings.

We’re adding flavor, on top of flavor, on top of flavor.

Sprinkle in some salt.

Other seasonings will include, but not limited to….

          Black Pepper                     Cayenne Pepper


Nutmeg                                     Hot Sauce


Once the seasonings are all stirred into the sauce….it’s time for the best part.

The main ingredients. The stars of the show. Drumroll please……ladies and gentlemen……put your hands together for…..

CHEESE. And lots of it.

Grated Sharp Cheddar and Gruyere Cheese.

Mix it until the cheese has melted and the sauce is creamy smooth.

Throw in the cooked pasta.

See, my noodles make sense now. Look at all those cheese holding possibilities. It’ll hold the cheese sauce way better than macaroni could ever dream of…..yup I know what I’m doing.

No really I don’t, half of the time I just guess.

Mix all together, making sure every pasta shell has met the cheese sauce.

Once you’ve mixed everything well, and they’ve become acquainted friends, pour into a baking dish.

Let’s make our bread “crumb” topping.

Grab the bread.

Here’s my change up #2. The recipe called for white bread slices. I took a more hearty approach and got a couple slices of french bread.

Cut off the crusts.

You can leave them on. The recipe told me to take them off, so I did. I listened to Martha on that one.

Dice it or tear it into small tiny pieces.

They’re like ginormous bread crumbs for a T-Rex or something…but that’s what Martha said to do. It works, making the crust even crunchier. Enough said.

Pour them into a bowl and drizzle with melted butter.

I didn’t feel like melting butter at this point so I just drizzled in some olive oil. Don’t judge my laziness. I wanted to eat it already.

Okay, lets top our Mac ‘n’ Cheese with some cheese.

Lots of cheese.

Yup, I like the way Martha rolls. She know’s her stuff.

Sprinkle the bread crumbs evenly over the top.

Bake in a 350 degree oven for about half an hour until it is bubbly and brown on the top.

The last 2 minutes I turned on my broiler so that it would get extra crispy.

When it’s done it’ll look like this.

I don’t even know what to say at this point. I’m drooling…..

Allow to cool for a bit, so you don’t burn the living daylights out of yourself.

Once cooled, serve yourself a plate.

Or two or three plates. Either way you’ll enjoy it, every last morsel.

If you want to feel good about yourself, serve it with a green salad like I did. I just didn’t include it in my picture, I didn’t want to obscure from the wonderfulness that is this Mac ‘N’ Cheese. I guess I should call it Shells ‘N’ Cheese.

Thank you Sam for finding this recipe and asking me to make it. I owe you one. I hope this has helped you, and that all of you out there try it, it’s really a great recipe. Major props, to Martha Stewart.

Here’s the recipe. Enjoy:

Mac ‘N’ Cheese

Taken and adapted from Martha Stewart’s book The Martha Stewart Living Cookbook: The Original Classics. 

  • 8 tablespoons (1 stick) unsalted butter, plus more for casserole
  • 6 slices white bread, crusts removed, torn into 1/4- to l/2-inch pieces
  • 5 1/2 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons coarse salt, plus more for water
  • 1/4 teaspoon ground nutmeg
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper
  • 4 1/2 cups (about 18 ounces) grated sharp white cheddar cheese
  • 2 cups (about 8 ounces) grated Gruyère or 1 1/4 cups (about 5 ounces) grated Pecorino Romano cheese
  • 1 pound elbow macaroni

Preheat oven to 375°F. Butter a 3-quart casserole dish; set aside. Place the bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour the melted butter into the bowl with the bread, and toss. Set the breadcrumbs aside.

Warm the milk in a medium saucepan over medium heat. Melt the remaining 6 tablespoons butter in a high-sided skillet over medium heat. When the butter bubbles, add the flour. Cook, stirring, 1 minute.

While whisking, slowly pour in the hot milk a little at a time to keep mixture smooth. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick, 8 to 12 minutes.

Remove the pan from the heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyère (or 1 cup Pecorino Romano); set the cheese sauce aside.

Cover a large pot of salted water, and bring to a boil. Cook the macaroni until the outside of pasta is cooked and the inside is underdone, 2 to 3 minutes. Transfer the macaroni to a colander, rinse under cold running water, and drain well. Stir the macaroni into the reserved cheese sauce.

Pour the mixture into the prepared dish. Sprinkle the remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyère (or 1/4 cup Pecorino Romano), and the breadcrumbs over the top. Bake until golden brown, about 30 minutes. Transfer the dish to a wire rack for 5 minutes; serve and enjoy.


  1. avataralice says

    OMG jon this looks delicious . Emma n I are gonna attempt to make this tonight. of course i dont have gruyere but she chose to add mozzarella n cheddar , so lets see how it comes out i will send u a pic. when we are done :0)

  2. avatarJules says

    The best comfort food ever! I’ve never baked it before, have to try it; but I don’t know if I am patient enough :)

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