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In Praise of Macaroni and Cheese

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My mouth was full of macaroni and cheese, so whatever I was saying probably wasn't clear, but it included the word "transcendent." This was no Kraft Dinner. We were at the Yard House in Las Vegas, and my classic combination of pasta, cheddar, and Parmesan was augmented with thick-cut bacon, wild mushrooms, chicken, and white truffle oil.

Unimpressed with my exclamations of pleasure, my friend Phillip told me, "You know, no matter what they put in it, it's still just macaroni and cheese." This may have been technically accurate, but as far as I'm concerned, it couldn't have been further from the truth.

From the simplest side dish to the masterpiece I was eating, any well-made incarnation of macaroni and cheese is worth my admiration. Warm, filling, and often inexpensive to make, it's the epitome of comfort food, but it can also be adapted for nearly any season or event. Whether it's Velveeta and hot dogs or goat cheese and shallots, there's a style of macaroni and cheese for everyone (except the lactose intolerant).

Kraft may sell over one million of those blue boxes every day, but since I've learned to make my own macaroni and cheese, I've redefined my idea of comfort food. Try one of the recipes below and see for yourself.

(Note: I’ve adjusted all these recipes to suit my tastes, but the first two are adapted from originals at marthastewart.com and the third from Bon Appétit.)

To start with: a classic or at least mostly-classic version. The pepper jack gives it a bit of a kick, but the traditional noodle choices and breadcrumbs on top are pure Americana.

Spicy Baked Macaroni & Cheese

  • 1 pound pasta (large elbows or medium shells)
  • 1 medium onion, chopped
  • 5 tbsp. butter
  • ¼ cup all-purpose flour
  • 3 cups whole milk
  • a pinch (or a quick grating) of nutmeg
  • ¼ tsp. cayenne pepper (if you like it extra hot)
  • 3 cups grated pepper jack cheese
  • 2 slices white bread, or purchased breadcrumbs
  • salt and pepper

Preheat oven to 375 F and butter a 9"x13" glass baking dish. Cook pasta according to package instructions until just underdone. Drain and reserve.

Meanwhile, melt 3 tbsp. butter in a heavy pot over medium heat and cook onion until soft, 3-5 minutes. Whisk in flour to coat. Warm milk separately, then add it slowly to the onion mixture. Whisk until mixture is bubbling and thick. Remove from heat, stir in 2 ½ cups of cheese, and season with salt, pepper, nutmeg, and cayenne (if using). Stir in pasta and pour mixture into baking dish.

Pulse bread in food processor until large crumbs form. Melt remaining 2 tbsp. butter and mix with breadcrumbs. Mix in remaining ½ cup cheese. Top pasta with mixture and sprinkle on more salt and pepper. Bake for 25-30 minutes, until golden.

Calling this next dish macaroni and cheese may seem like a bit of a stretch, but I like to think of it as simply a nontraditional version. I eat it often in the spring and summer, when asparagus is affordable and I don't want to turn on the oven. It's quick, fresh, and adaptable – I enjoy adding complexity with a specialty goat cheese, like a smoked or herbed version, but it's great with the plain stuff too.

Roasted Asparagus & Goat Cheese Pasta

  • 3/4 pound short pasta (cavatappi and gemelli are nice)
  • 3 tbsp. butter
  • 1 small log (4-5 oz.) goat cheese
  • 4 strips bacon
  • about ½ pound asparagus
  • 1 tbsp. olive oil
  • salt and pepper
  • chives

Prepare asparagus by snapping off the woody ends and place in a single layer on a foil-covered cookie sheet. Drizzle with olive oil and sprinkle with salt and pepper. Roast in a 400F oven for about 15 minutes. You can also cook your bacon at the same time: just lay it flat on another foil-covered cookie sheet and check on it after 10 minutes or so.

Cook pasta according to package instructions. Drain, reserving 1 cup cooking water. Meanwhile, crumble goat cheese into a small bowl. Cut up butter into small pieces and add to cheese. Add ½ cup pasta water to the cheese and butter and stir until it becomes a creamy sauce. Season to taste with salt and pepper.

Cut roasted asparagus into 1" pieces and chop or crumble the bacon. Toss pasta, asparagus, bacon, and sauce together, thinning the sauce with more pasta water if necessary. Garnish with fresh snipped chives.

I've saved the best for last. I make this the least and enjoy it the most. It's a little more time-consuming than the other recipes here, but the results should surprise anyone who thinks macaroni and cheese can't be dinner-party-worthy.

Caramelized Onion & Goat Cheese Macaroni

  • 3 tbsp. butter
  • 2 small/medium onions, sliced thinly
  • 1 pound small elbow macaroni
  • 1 ¼ cups half and half
  • 2 teaspoons hot sauce
  • 2 cups grated extra-sharp cheddar
  • 1 ½ tbsp. all-purpose flour
  • 4 strips bacon
  • 3/4 cup crumbled goat cheese
  • salt and pepper

Preheat oven to 400F and butter an 11"x7" glass baking dish. Cook macaroni according to package instructions until just tender. Drain and reserve. Cook the bacon with your preferred method (I place it on a cookie sheet in a 400F oven for 10 minutes) and chop or crumble.

Meanwhile, melt butter in a heavy skillet over medium-high heat. Add onions and sprinkle with salt and pepper. Cover and cook for 15-30 minutes, stirring often, until onions are deep brown, lowering heat to medium after 10 minutes.

Bring the half and half and hot sauce to simmer over medium heat. Toss cheddar cheese and flour in a medium bowl to coat; add to the half and half mixture. Whisk until sauce is smooth and just returns to a simmer, about 2 minutes. Mix in pasta. Season with salt and pepper and fold in bacon.

Spread pasta mixture in baking dish. Top with onions, then goat cheese. Sprinkle with pepper. Bake 15 minutes or until heated through.

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About Caitlin Pike

  • These look fantastic. There is really nothing better than a good, grown-up macaroni and cheese.

  • Oh, you really did it. Now it’s on!

    Just you wait.

  • Phillip’s wrong, as usual. At some point M&C ceases to be M&C and winds up being just really cheesy pasta, not unlike when Bobby Flay did a Grilled Cheese Throwdown and added all sorts of meats and veggies to it. Grilled cheese? No, you just made yourself a panini. Oh, I’ll still take it off your hands, Mr. Iron Chef. Even though, y’know, I asked for a grilled cheese.

  • Sussman, you say I’m wrong, and yet you and I, we speak the same language.

  • Now this looks delish!

  • Julie Hermes

    Though it’s probably very wrong to discuss attempts at a “healthy” version of mac & cheese, I simply cannot have (very often) the calorie busters I would prefer. I found a recipe that includes cauliflower (one of my favorite cooked vegetables), that does quite nicely. I’ll have to try the asparagus next.
    Also, the restaurant, J. Alexanders ( in about 10 states) has a great mac & cheese on the menu).

  • Mmm, I LOVE cauliflower… you’ll have to share that with me sometime!

  • Cheese

    You mention Velveeta for mac and cheese… bring back mamories of Mom making a huge batch with that gooey stuff. Yum!

    Have you tried mac and cheese using goat cheese? A relative of mine makes pasta dishes with goat cheese and there’s never any left over after the meal.

    Thanks for this recipes – will add to my “must try” list.