mac and cheese

Baked Macaroni and Cheese

Talk about comfort food…who doesn’t love macaroni and cheese? And this particular recipe is my absolute favorite. My kids are pretty good eaters in general, but this is one thing that they ALWAYS scarf down. Creamy cheese sauce mixed with pasta, and topped with a melty layer of cheddar and colby jack and browned buttery breadcrumbs. Mmmm. Hungry yet?

mac and cheese

In writing up this recipe, I realized that it sounds really complicated. But, it isn’t really. Once you get used to making the cheese sauce, it’s easy. And all the cheese sauce is, is milk thickened with flour, and with onions, spices, egg, and cheese thrown in. I put a lot of detail in the post for those of you who aren’t used to making a sauce like this, but don’t be intimidated. After you try it the first time, it’ll be easy!

Now, if wheat pasta doesn’t make you feel sick like it makes me, then you can just get the 100% whole wheat pasta. Macaroni elbows, shells…you can use whatever smallish shape you want. I got these whole grain spelt shells (we really love spelt pasta!) that I actually ordered from Amazon because I couldn’t find anything in the stores except spaghetti and linguine.


So – start a pot of water on the stove to boil, and cook the pasta al dente. Usually this means you can cook it for the least amount of the time that the box says. Like, if it says to cook for 8-10 minutes, cook it for 8. Set the timer so that you don’t forget!

While that’s boiling, start the sauce. Chop up an onion finely and mince a few cloves of garlic.


Then get some butter melting in a large pot.

mac and cheese

When it’s melted, dump in the onion and garlic.

mac and cheese

Stir it around and let it cook for 3-5 minutes, until the onions have started to soften.

While the onions are cooking, get your flour and milk ready. The next part is a lot easier if you have everything ready to go ahead of time. Measure out the flour into a bowl, and the first 2 cups of milk into a measuring cup. Keep the milk bottle handy.

mac and cheese

Now sprinkle the flour on top of the onions and stir it in.

mac and cheese

Let it cook, stirring constantly, for a minute or two. Then pour in your 2 cups of milk.

mac and cheese

Stir it around briskly, incorporating all the flour and getting it smooth. After it’s stirred together well, add in the remaining amount of milk.

mac and cheese

Stir, then add in the spices.

mac and cheese

Stir, and then turn the heat down to medium-low. Let it cook until the milk is hot and the sauce thickened slightly. Check on it and give it a stir once in a while.

Now go and grate some cheese. I like to use half cheddar and half Colby Jack. It’s a great combination! You need 12 ounces of each.

cheese  cheese

After grating the cheese, go check on the sauce and make sure it’s okay. Stir it around. Your pasta is probably done by now, so pour it into a colander and let it wait for the sauce. By this time the sauce should have been simmering for about 10 minutes.

Now, beat together two eggs in a bowl and temper them. Tempering an egg is just the term used for adding some hot liquid to a beaten egg to bring the temperature up before adding it all in to the pot. If you just add in the egg to the pot, you’ll get bits of scrambled egg in your sauce. No one wants that.

So take a few spoonfuls of the hot sauce and put in the bowl with the egg.tempering an egg

Then mix it all together well. You’ll need to put in about 1/4 of a cup of the sauce. You can just estimate this amount…it doesn’t have to be exact.

tempering an egg

Now you can stir it all in the pot. Pour it in, stirring constantly with the other hand while you do so.

mac and cheese

Now…here’s a lesson on what NOT to do. See how in the picture below the sauce isn’t smooth, but seems separated into chunks? That’s because I got impatient and let the sauce cook on too high heat, and it curdled. Curdling is the term for when a sauce breaks down like this, causing protein molecules to clump together, and with milk this happens when it’s heated too quickly. If I was making cheese, this would be a good thing. In a sauce…not so much.


So…don’t be impatient!! Take your time, keep your heat down, and just let it thicken slowly. However, if you DO curdle the sauce, don’t worry. You can still use it. It just won’t be as pretty and smooth. It’ll taste fine. 

Now that you have your (hopefully non-curdled) thickened sauce, add in 3/4 of the cheese. Turn off the heat and stir until the cheese is melted into the sauce. Dump the pasta into a large casserole dish, and then pour the sauce on top.

mac and cheese

Then gently mix it all together. Remove the bay leaf when it shows up! (Alternately, you can mix it together in the pot and then pour it all into the casserole dish.)

mac and cheese

Cover, and put it in the oven at 350 for about 10 minutes.

While it’s in the oven, prepare your buttered breadcrumbs. Melt some butter in a small pot.

mac and cheese

And then pour in 1 cup of breadcrumbs. (For breadcrumbs I just whiz some spelt bread (I use Berlin Bakery bread) in my food processor until it’s fine and…well, crumbly. You can do this with any bread that has an acceptable ingredient list.)

mac and cheese

Turn the heat off and stir the breadcrumbs into the butter until it’s all combined. It won’t be wet, but will be just sort of like moistened breadcrumbs.

mac and cheese

Take the macaroni and cheese out of the oven, and sprinkle on the rest of your cheese.

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And on top of that evenly sprinkle the breadcrumbs.

mac and cheese

Put it back in the oven uncovered for 20-30 minutes, or until the breadcrumbs are nicely browned.

mac and cheese

Let it rest for 5 minutes before serving.

The way this is REALLY good is with tomato sauce on top. You can keep it simple and just heat some crushed or pureed tomatoes and add a few spices. Or if you have some pizza sauce left over (or want to make some specifically for this) it’s super that way! It’s our favorite way to use up leftover pizza sauce!! If I make a pizza, you can pretty much guarantee that macaroni and cheese is in our near future.

mac and cheese


So, if you’ve never made a sauce like this before, give it a try. Don’t be intimidated. This will become one of your go-to recipes on those days that you forgot to take the meat out of the freezer, or just don’t know what else to make.

Baked Macaroni and Cheese
Recipe type: Dinner
Prep time: 
Cook time: 
Total time: 
Serves: 6
  • 10 oz. whole grain pasta (macaroni, shells, etc.)
  • 5 Tbsp butter
  • 5 Tbsp whole wheat or whole grain spelt flour
  • 1 Tbsp mustard powder
  • 5 cups whole milk
  • 1 onion, finely diced
  • 2 cloves garlic, minced
  • 1 bay leaf
  • ½ tsp paprika
  • dash of red pepper
  • ¼ tsp ground black pepper
  • 1 tsp kosher or sea salt (less if using table salt)
  • 2 large eggs, beaten
  • 12 oz. sharp cheddar, grated
  • 12 oz. colby jack, grated
  • Topping: 3 Tbsp butter and 1 cup breadcrumbs
  1. Preheat oven to 350.
  2. Cook the pasta in salted, boiling water until al dente. (Set the timer for the least amount of time indicated on the box.)
  3. While the pasta is cooking, in a separate pot melt the butter over medium-high. Stir in the onion and garlic and let cook for about 3 minutes, until the onion starts to soften.
  4. Sprinkle on the flour, and stir it together. Cook, stirring the whole time, for about 3 minutes.
  5. Stir in the milk, and then add the spices. Turn the heat down to medium and let simmer gently for about 10 minutes.
  6. Temper the eggs by stirring in about ¼ cup of the hot sauce. Then pour the egg into the sauce with one hand, stirring constantly with the other hand until it's fully combined.
  7. Stir in ¾ of the cheese. Turn off the heat and stir until the cheese is all melted into the sauce.
  8. Combine the pasta and the sauce together, removing the bay leaf, and then pour it all into a large casserole dish. Cover, and put in the oven for about 10 minutes.
  9. Prepare the buttered breadcrumbs by melting 3 Tbsp of butter in a small pot, stirring in the breadcrumbs. Remove from heat and mix together thoroughly. (Don't use store-bought breadcrumbs. Make your own by whizzing bread with approved ingredients - like Berlin Bakery or Alvarado St. Bakery - in a food processer or blender. Store in the freezer.)
  10. Remove from oven and top with remaining cheese. Then sprinkle on the buttered breadcrumbs.
  11. Return to oven, uncovered, for 20-30 minutes, or until the breadcrumbs are nicely browned.
  12. Let it rest for 5 minutes before serving.
  13. If desired, serve topped with tomato sauce. Heat crushed or pureed tomatoes and add some Italian spices, or use leftover pizza sauce.


(This was part of Kelly the Kitchen Kop’s Real Food Wednesday and Food Renegade’s Fight Back Friday.)



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