Macaroni and Cheese

I adapted this recipe from one I have used from Martha Stewart. Her recipe was SO good, that I made it verbatim, until I started experimenting with just a few tweaks.

It is important to use pungent cheeses, such as sharp cheddar, mixed with a little Gruyereor pecorino Romano for extra bite, since the white sauce and pasta will absorb a lot of flavor. The type of cheese used will also affect the sauce’s texture: Sharp white cheddar produces the smoothest result; yellow and extra sharp cheddars can become grainy.

A good Italian brand of dried elbow macaroni will have the best consistency. Undercook your pasta so that it is slightly under cooked (about 2 to 3 minutes less than the package directions say to cook) then drain & rinse it under cold water. This stops the cooking and washes off the excess starch. You might think that starch would be useful in further thickening the casserole, but it isn’t; as it bakes, that extra starch merely expands and lends a mealy texture to your sauce.

The pasta will finish cooking as it bakes. The sauce will bubble, seeping into the hollows of your macaroni. When the smell of butter and browning cheese makes your stomach growl, you’ll know the dish is ready to eat.

This recipe serves 12 to 15. You can easily divide this recipe in half; use a 1 1/2-quart casserole dish if you do.


  • 8-10 slices good-quality white bread, crusts removed, torn into 1/4- to 1/2-inch pieces
  • 10 tablespoons (1 stick) unsalted butter, plus more for (liberally) buttering the dish
  • 4 to 6 quarts water (for boiling pasta)
  • 2 Tablespoons salt (add to pasta water after it comes to a boil, but before adding pasta)
  • 6 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons kosher salt
  • 1/4 teaspoon freshly grated nutmeg
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper
  • 4 1/2 cups (about 18 ounces) grated sharp white cheddar
  • 2 cups (about 8 ounces) grated Gruyere or 1 1/4 cups (about 5 ounces) grated pecorino Romano
  • 1 pound elbow macaroni


  1. Heat the oven to 375 degrees. Butter a 3-quart casserole dish liberally; set aside. 
  2. Fill a large saucepan or pot with water. Set the pot on high heat and bring to a boil.
  3. Place bread pieces in a medium bowl. You can pulse larger pieces of bread in a food processor to produce the chunky bread crumbs (NOT FINE) or else tear the bread into small pieces. In a small saucepan over medium heat (or microwave), melt 4 tablespoonsbutter. Pour butter into the bowl with bread, and toss. Set the breadcrumb topping aside.
  4. In a medium saucepan set over medium heat, heat milk (or use the microwave). 
  5. Melt remaining 6 tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, stirring, 1 minute.
  6. Slowly pour hot milk into flour-butter mixture while whisking. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.
  7. Remove the pan from the heat. Stir in 2 tsp. salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar, and 1 1/2 cups Gruyere or 1 cup pecorino Romano (reserving the rest of the cheese). Set cheese sauce aside.
  8. When the pasta water comes to a roaring boil, add 2 Tablespoons of salt and add macaroni; cook 2 to 3 fewer minutes than manufacturer’s directions, until outside of pasta is cooked and inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer the macaroni to a colander, rinse under cold running water, and drain well. Stir macaroni into the reserved cheese sauce.
  9. Pour the mixture into the prepared casserole dish. Sprinkle remaining 1 1/2 cups cheddar and ½ cup Gruyere or 1/4 cup pecorino Romano; scatter breadcrumbs over the top. Bake until browned on top, about 30 minutes or more, until the bread crumb topping is golden brown. Transfer dish to a wire rack to cool for 5-10 minutes; serve.

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