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I’m a big fan of the classic mac and cheese. But I won’t serve boxed mac and cheese at my table. Nor do I keep any on hand. That would be too tempting. And cheating.

Besides, the homemade mac and cheese is way better than any pre-mix you find in Annie’s or Kraft Mac and Cheese. It takes longer to make. BUT it’s a lot more flavorful, and a lot more wholesome.

I saw Alton Brown make this recipe on Good Eats a while back. And I wanted to smell and eat it for myself. So I went onto the Food Network website to grab his recipe.

I’m glad I did. You should do the same.


1/2 pound elbow macaroni (this is about 3/4 of a 13.25 oz box)
3 tbsp butter
3 tbsp flour
1 tbsp powdered mustard
3 cups milk
1/2 cup yellow onion, finely diced
1/2 tsp paprika
1 large egg
12 oz sharp cheddar cheese, shredded (Buy the pre-shredded 8 oz packages at the store–use one and a half of them)
salt and pepper to taste
bay leaf (optional)
1 cup panko bread crumbs + 1 tbsp butter



1. Preheat oven to 350 degrees.

2. Cook pasta according to package directions.

3. While pasta is cooking, melt the 3 tbsp of butter in a different pot. Whisk in the flour and dry mustard and stir about 3-5 minutes until smooth, making sure the mixture doesn’t burn. Then stir in the milk, onion, paprika, and bay leaf if you’re using it. Simmer the mixture for 10 minutes–then remove the bay leaf.

4. Temper in the egg to the milk mixture. (What does this mean? Beat the egg, then spoon in about 1-2 tbsp of the milk mixture into the bowl that you beat the egg in. This is so the egg warms up slowly to the same temp as the milk mixture so it doesn’t scramble when you dump it in there.) Stir in the egg into the milk mixture.

5. Stir in 3/4 of the cheese. Season with salt and pepper. Drain the macaroni. Stir in the macaroni to the mix and pour into a 2 quart casserole dish. Sprinkle the remaining cheese on top of the macaroni.

6. In a small skillet, melt the butter, then stir in the panko bread crumbs to coat. Top the macaroni evenly with the bread crumbs. Bake uncovered for 30 minutes in the oven. Take it out and let sit for 5 minutes before serving.

This is a pretty intense dish. It’s also incredibly rich. I did a few things to make it a TINY bit lighter.

  • Used whole wheat pasta
  • Used skim milk
  • Used less cheese
  • Used reduced fat cheese
  • Decreased the amount of butter for the panko crumbs from 3 tbsp to 1 tbsp
  • Used a very small amount of salt

I also noticed a few things that gave me and Chris minor freak outs while making the sauce. So I’ll warn you about them. First, if you’re using skim milk, the sauce will naturally be a lot more watery than if you’re using whole milk. Because of this, I feared Chris and I would have a watery mac and cheese disaster. But alas, as you can see from the picture, this did NOT happen. So please, use skim milk. Save some fat.

Also, the paprika gives the sauce a scary pink color. I also feared I would have some weird pink mac and cheese. But alas, as you can see from the picture, this also did not happen. Please use paprika.

I did not have 12 oz of cheddar cheese. I had about 10 oz I’d say–to make up for it, you can substitute whatever scraps of cheese you might have on hand. Except mozzarella. I wouldn’t use mozzarella.

Godspeed, cooks. And Good Eats.