Extraordinary Macaroni and Cheese

This mac & cheese is fabulous! It is not one of my healthiest dishes, but I serve it with a big green salad and lean protein.

  • Author: Kim Nicholson



One lb. elbow macaroni

1 stick unsalted butter

1 cup (1 small onion) chopped (optional)

1/2 cup all-purpose flour

1 tsp. salt

5 1/2 cups whole milk

1/4 tsp nutmeg

1/4 tsp cayenne pepper

4 1/2 cups of white cheddar cheese shredded (18 oz.)

2 cups grated Gruyere cheese (8 0z.)

1 cup bread crumbs (approximately 8 slices of white bread or any leftover baguette will do) crumble in a food processor. Or use 1 cup of store-bought bread crumbs.


Cook elbow macaroni as the package directs, and drain. Set aside.

Preheat oven to 375 degrees.

Butter a 3-quart baking dish.

Make breadcrumbs -Place bread in the food processor and process until desired texture. Spread in a single layer on a baking sheet. Bake at 300ºF for 10 minutes. Stir and bake until lightly toasted and dry.

In a small saucepan, heat milk over medium heat and stir in salt, pepper, nutmeg, and cayenne.

In a medium saucepan, melt butter, add onions and saute until transparent; when the butter begins to bubble, add flour. Stir in flour and salt. Cook for one minute, stirring constantly. While whisking, slowly pour in hot milk. Continue cooking until the mixture bubbles and becomes thick. Remove pan from heat. Stir in milk, salt, nutmeg, black pepper, and cayenne pepper.

Add 3 cups cheddar cheese and 1 1/2 cup Gruyere cheese, and set cheese sauce aside. Stir in cooked elbow macaroni-to-cheese mixture.

Pour into the baking dish: sprinkle the remaining 1 1/2 cheddar cheese, 1/2 cup Gruyere, and bread crumbs over the top.

Bake for 30 minutes.

Add milk, and stir to blend. Bring to a low, steady simmer. Add

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