The comfort of Mac and Cheese!!!

Mac and cheese

Mary Ellen’s Heart-Melting Mac and Cheese

(modified from Martha Stewart’s recipe)

This recipe is pure comfort food – creamy, delicious and totally decadent!!!


1 stick unsalted butter, plus more for baking pan

6 slices good white bread (I’ve substituted good dinner rolls when I’ve had some left over) – slightly toast and cut or tear into ¼ to ½ inch pieces, same as if you were making fresh bread cubes for stuffing

5 ½ cups milk (use whole or 2%)

½ cup all-purpose flour

2 tsp salt

¼ tsp freshly grated nutmeg

¼ tsp freshly ground black pepper

1/8- ¼ tsp cayenne pepper (your preference depending on spiciness you like)

4 ½ cups grated sharp white cheddar cheese

1 ½ cups grated Gruyère (can substitute Swiss)

½ cup freshly grated Parmigiano Reggiano (we love Liuzzi’s brand – fabulous flavor!)

Note: I also like making this with a blend of cheeses. So sometimes, I just go to my local deli and ask to buy a couple of pounds of their cheese ends. Shred in the food processor until you have 6 cups of cheese. To this, add the ½ cup grated Parmigiano Reggiano.

1 pound elbow macaroni – I’ve often substituted small or medium shells or Cavatappi


  1. Preheat oven to 375˚. Butter a 9 X 13 baking pan. Place bread chunks/cubes in a medium bowl. In small saucepan over medium heat, melt 2 T butter. Pour melted butter over bread chunks and toss to evenly coat. Set aside.


  1. Cover a large pot of water and bring to a boil. Cook the macaroni until the outside of the pasta is cooked and the inside is underdone, a little less than al dente. Transfer the macaroni to a colander, rinse under cold running water and drain well. Set aside.


  1. Warm milk in a saucepan over medium heat. Melt remaining butter in a high sided skillet over medium heat. When butter bubbles, add flour. Cook, stirring, 1 minute.


  1. Using a whisk, add hot milk a little at a time to keep mixture smooth. Continue cooking, whisking constantly, until mixture bubbles and thickens, approximately 8-12 minutes.


  1. Remove pan from heat. Stir in salt, nutmeg, peppers and all cheeses. Set the cheese sauce aside.


  1. Stir the macaroni into the cheese sauce.


  1. Pour entire mixture into prepared baking dish. If you’d like, you can grate some additional Parmigiano Reggiano over all. Evenly spread buttered bread chunks over the top. Bake until golden, about 45 minutes.


Serves 12. Party idea: This is fabulous on a buffet table with a spiral ham!!!!