Real Macaroni and Cheese

mac and cheese

Like most kids, I grew up on the macaronic and cheese that you find in a blue box. It wasn’t until I was well in my late teens/adult years that I had real macaroni and cheese (made with elbow macaroni, real cheese and a bechamel sauce). Don’t get me wrong, there’s a time and a place for the mac and cheese that comes out of a box (it’s easy and super cheap) but it’s ultra processed the powdered cheese isn’t real cheese. Even the noodles are different.

In the after school program where I teach virtual cooking classes, I decided we were going to make REAL macaroni and cheese. Bechamel sauce, cheese, breadcrumbs, the whole nine yards. I call it “restaurant mac and cheese” because it’s the version you find at restaurants.

I’ll admit, I was a little nervous leading a group of 7-12 year olds on how to make a roux and bechamel sauce. The parents are in the kitchen with them but it still requires a bit of technique (and even adults don’t get it right). In culinary school it took me multiple attempts until I finally got the roux right so that the sauce would thicken properly. Before that, I would always end up with a watery sauce. The key is to cook the roux down so most of the liquid is gone and you are left with a paste that looks similar to toothpaste (that’s what I tell the kids). Add a small amount of milk at the beginning and if it thickens up right away it will give you a good idea as to whether you got the roux right. From there, you are on the right track.

There are healthier versions of macaroni and cheese (you can swap out some of the cheese for butternut squash or sweet potato). I thought about teaching a healthier version but in the end I decided to go with a traditional macaroni and cheese recipe so they could learn the fundamental techniques (roux and bechamel sauce) and would have a good baseline to compare all other versions of mac and cheese to. Some recipes are classics for a reason.

However, I do mention that although this dish is substantial enough to eat on its own, adding a side of steamed broccoli or sauteed vegetables would help round it out. You can also treat it as a side dish along with some sort of protein (e.g. roast chicken) and some vegetables.

I was well into my adult years when I made my first bechamel sauce and here I had a group of seven to twelve year olds (and their parents) who totally rocked it. I particularly loved the message that appeared in the chat just as I was ending the Zoom meeting – “OMG, it’s delicious!”

Real macaroni and cheese

Prep Time20 minutes
Cook Time30 minutes
Servings: 6


  • 2 cups elbow macaroni (uncooked)
  • 1/4 cup unsalted butter
  • 1/4 cup all-purpose flour
  • 2 cups milk
  • 4 oz (about 1 to 1 1/4 cup) cheddar cheese, grated
  • 4 oz (about 1 to 1 1/4 cup) Gruyere cheese, grated
  • 1 tsp salt
  • 1/4 tsp black pepper (optional)
  • 1/4 tsp nutmeg (optional)

Breadcrumb topping

  • 1/2 cup breadcrumbs or panko
  • 2 Tbsp melted butter
  • 1/4 tsp paprika


  • Preheat the oven to 375°F (190°C).
  • Add a large pinch of salt into a pot of boiling water. Add the macaroni and cook according to package directions or until al dente. Drain well.
  • Over medium-high heat, melt ¼ cup of butter in a large pot. Once the butter has melted add ¼ cup of flour. Stir constantly. Cook over low heat for 2-3 minutes, continue to whisk until the consistency becomes thick and pasty.
  • Add the milk very gradually in stages. Whisk constantly allowing the milk to thicken, then add a little more milk at a time while stirring constantly.
  • Continue to whisk as the sauce thickens.
  • Take the sauce off the heat and add in the cheese. Stir until the cheese has melted and the sauce is smooth. Add in the salt, pepper, and nutmeg. Mix to combine.
  • Add in the cooked macaroni and stir so all the pasta is coated with the cheese sauce. Pour the mixture into a 9 x 9 casserole dish.

For the breadcrumb topping:*

  • Melt the butter and mix in with the breadcrumbs. Add the paprika and mix until combined.
  • Sprinkle the breadcrumb mixture on the top of the macaroni and bake for 15-20 minutes until golden brown and the cheese is bubbly.
  • *If you don’t want the breadcrumb topping you can add more shredded cheese on top and bake until melted.

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