This ain’t cho mamma’s Mac n’ Cheese

Boxed mac n’ cheese – the great orange equalizer of life.  Moms serve it to kids mixed with tuna and peas, college students eat it “Easy Mac” style, vegans are die hard about finding a cheese-free substitute, even the Barenaked Ladies said they’d continue to eat it as millionaires, they’d just eat more.  So I feel confident in saying that if you’re American, you’re likely a connoisseur of the macaroni cheesiness.

And if you are a connoisseur sometimes you want to take it to the hilt.  For Thanksgiving I was in search of just such a mac n’ cheese dish.  I found the original version of this recipe via Bon Appetit.  They call it “Mac and Cheese with Sourdough Breadcrumbs.”  I tweaked it a bit and have a list of names that I would choose to call it:Sourdough croutons

  • OMG with Cheese
  • $20 Macaroni
  • Heart Attack Mac

and…”This Ain’t Cho Mamma’s Mac n’ Cheese.”

If you have a discretionary grocery budget, a deep passion for cheese, well controlled cholesterol levels or a holiday dinner coming up, then enjoy!  In the recipe below you’ll see the adaptions I made to the recipe.  (I mean, I love comfort food but I’m still an RD.)  If you want to see the original you can check it out on Bon Appetit’s website.  Spoiler alert:  they post the calories, so you’ve been warned!

Either way, this goes great with a green salad with balsamic vinaigrette and a great glass of wine…like a Malbec.  Mmmmm…

P.S.  Dear Santa, all I want from Christmas is some natural light!

This Ain’t Cho Mamma’s Mac n’ Cheese

adapted from Bon Appetit’s Mac and Cheese with Sourdough Breadcrumbs

Breadcrumb topping


  • ~4 cups sourdough bread, torn into 1″ pieces
  • 5+ Tbsp olive oil, divided
  • 1 cup shallots, diced
  • 2 Tbsp fresh marjoram (or rosemary or oregano)
  • Salt


**steps 1-3 can be done 1-2 days beforehand.  Just store croutons in airtight container**

  1. Preheat oven to 400°F.
  2. Toss bread pieces with ~3-4 Tbsp olive oil and spread across rimmed baking sheet.
  3. Bake until bread crusts and turns golden brown (20-25 minutes).
  4. In large skillet, heat remaining 1 Tbsp of olive oil on med-high heat.  Add shallots and herbs and cook until shallots are translucent, then add croutons.  Toss together, remove from heat and set to the side.

Macaroni and Cheese


  • 1 lb cooked pasta (rotini, shells, macaroni or any other that will hold onto sauce well)
  • 1/4 cup AP flour
  • 3/4 tsp fresh ground nutmeg
  • 1/2 tsp cayenne pepper (3/4 tsp if you like an extra kick)
  • 6 Tbsp (3/4 stick) butter
  • 4 cups skim milk
  • 3 cups extra sharp Cheddar, grated (could probably get away with 2% Cheddar without sacrificing much flavor in this dish)
  • 3 cups Fontina cheese, grated
  • 1/2 cup Romano cheese, grated (or fresh Parmesan)
  • Salt, freshly ground pepper and fresh ground nutmeg to taste
  • Chopped fresh parsley (optional)

Directions **can be assembled day beforehand and kept covered in fridge**

  1. Preheat oven to 375°F and coat 9×13″ casserole dish with cooking spray.
  2. Cook pasta according to package directions, making sure to salt the water.
  3. Meanwhile, sift together flour, nutmeg and cayenne pepper and melt butter in large pot over med-high heat.  Add in flour mixture; let cook 1 minute, stirring constantly to avoid burning.  Do not let roux brown.
  4. After 1 minute, slowly whisk in skim milk and hold at a simmer for 4-5 minutes.
  5. Whisk in only 2 cups Cheddar, 2 cups Fontina and 1/4 cup Romano cheeses, let melt and season with salt, pepper and additional nutmeg as needed.  Mix in cooked, drained pasta and remove from heat.
  6. Spread 1/2 of pasta mixture along bottom of casserole dish, top with remaining cheese and then other half of pasta mixture.  Lastly, top with breadcrumbs.
  7. Cover with foil and bake 25 minutes; sauce should bubble along sides of casserole.  Remove foil and bake an additional 7-12 minutes, or until top is golden brown.  Top with chopped parsley if desired.


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2 responses to “This ain’t cho mamma’s Mac n’ Cheese

  1. Ashley

    And it’s delish!

  2. Emily

    omg i need to eat this right now. can’t wait to try to make this sometime soon!

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