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Despite having grown up in Texas, I have never been fond of Velveeta. I’ll go farther than that: I have always actively disliked fake cheeses of every kind. There was a brief period of my childhood when I enjoyed eating American “cheese” on crackers as a bedtime snack at my grandparents’ house. But that was really more about the fact that we never had American cheese (or bedtime snacks) at home, and I got over the novelty soon enough.

As a result of my family’s cheese snobbery, I’ve only had boxed mac ‘n’ cheese a few times in my whole life. I’ve discovered that this is in sharp contrast with the experience of most of my peers, who harbor a dreamy nostalgia for its creamy fakeness.

My mom made macaroni and cheese by layering pasta, butter, and shredded cheese in a casserole dish and baking it until it bubbled. I loved it. The cheese was stretchy and tasted like cheese. My friends, on the other hand, thought it paled in comparison with the boxed kind. Philistines.

I had always assumed that real cheese could never take on that creamy consistency. Even after I successfully made fondu multiple times, I didn’t make the connection. Then, last weekend I made this real-cheese queso for a Tex-Mex dinner party. It was fabulous. It even tasted sort of fake to me–which I suppose is a success if you’re imitating Velveeta. [Side note: I actually tried lots of recipes from Homesick Texan for that party, and I recommend all of them. They’re dead-on for the flavors I remember from home.]

I was so confident after my queso experience that I didn’t bother to look up a recipe for the bechamel-based cheese sauce. Unfortunately, I misestimated the amount of flour necessary the first time around…




Oops. After throwing out the paste and washing the pot, I started over.


Mmm… much better. This kind of sauce makes me feel like a kitchen magician. The result is totally different than the sum of its parts.

Not only was it magical; it was also delicious! Since it wasn’t any more difficult than making it my mom’s way, I think I might never go back. There are a million ways you could vary this basic recipe; I’ll include some possibilities at the end.


Creamy Macaroni and Cheese

1 pound elbow macaroni
4 tablespoons butter
4 tablespoons olive oil (or more butter)
1/4 cup flour
1 1/2 cups milk
7-8 ounces(about 5 cups) shredded cheese–all cheddar, or a mix (see below)
1/2 cup sour cream (optional)
1/8 teaspoon freshly-grated nutmeg
1/8 teaspoon cayenne pepper, or to taste
Freshly ground black pepper to taste
1/4 cup chopped sage leaves
1/2 cup toasted bread crumbs

1. Preheat the oven to 425 degrees.

2. Bring a pot of water to boil, salt it, and cook the pasta according to package directions.

3. Meanwhile, heat the butter and oil in an oven-proof pot over medium high heat until the butter has melted.

4. Add the flour and cook, stirring constantly for about 2 minutes. The mixture should brown slightly.

5. Add the milk and cook, stirring constantly, until the sauce thickens.

6. Add all but 1 cup of the shredded cheese, a little at a time, stirring constantly (are you noticing a theme here?). Wait between each addition until the previous cheese has melted completely. When all the cheese is melted in, taste it to make sure it’s cheese enough. If not, consider adding more.

7. Stir in the sour cream, cayenne, black pepper, and sage leaves.

8. Stir in the cooked pasta.

9. Even off the top of the pasta-cheese mixture and top with the remaining shredded cheese and bread crumbs.

10. Bake for about 8 minutes, until the topping is melted and bubbly.


Possible variations:

  • Try different cheeses mixed in with the cheddar. Gruyere and fontina would be great; a modest amount of goat cheese would be heaven.
  • Crunch: Add pine nuts or some other chopped nut to the topping, or stir it in. The bread crumbs I used were actually made with almonds and fried bread–it was perfect.
  • Spice it up: Cook onions and jalapenos in the butter/oil before adding the flour.
  • Herbify: I just happened to have sage around. Lots of other green things would be good: parsley, oregano, basil…
  • Milk options: Whipping cream or buttermilk if you want ridiculous; half white wine if you want fancy.

I suppose you could also add… gasp… vegetables. Mushrooms come to mind. What are your favorite variations on basic mac ‘n’ cheese?