Mains · Recipies

Mac & Cheese #3

I make five kinds of mac & cheese.  I number them according to the order I learned how to make them.  No one really knows the logic, but my husband always asks, “Are you making #3??”  It’s his favorite, and if pressed, I’d say it is mine, too.  This is the mac & cheese you get at a fancy “soul food” restaurant.  It’s also the kind you’ll get from me if you are home sick, or just had a baby 🙂  It’s not as hard as it might seem, but you do have to master the art of making a quick roux.



  • 10-12 oz dried pasta, some kind of cup or elbow shape
  • 1 small yellow onion, chopped fine
  • 12 large white or brown mushrooms, sliced thick
  • 3 Tbsp olive oil
  • 1 clove garlic, chopped
  • 1/4 tsp salt
  • 1/4 cup butter
  • 1/4 all-purpose flour
  • 3-4 cups milk
  • 4 oz sharp cheddar cheese, shredded
  • 1 Tbsp dijon mustard (or 2 tsp dried mustard powder)
  • salt & pepper to taste

Preheat your oven to 365 degrees.  Boil the pasta according to the directions on the package – just make sure to salt the water well and stir it a few times toward the beginning.  While the pasta is boiling, heat your olive oil in a large non-stick skillet over medium heat.  Add the diced onions and a pinch of salt, then the sliced mushrooms.  Stir a bit so that all the pieces are covered with a little oil.  If you need to add more (or a pat of butter), go right ahead. Cover, and saute (stirring occasionally) for about 5 minutes.  Add the garlic, and stir up again.  Cook for a few more minutes until the mushrooms and onions are translucent and the garlic is aromatic, but NOT burned.  Add a splash of wine, chicken stock, or just some water if your mixture seems a little too dry.  They should be a little wet and squishy when they are done – not dry and chewy.

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If your pasta finishes cooking at this point, strain it, rinse with a little cool water, and set aside until your sauce is done.  If you have a spare minute, this is a good time to lightly grease your baking casserole (9×13 or something of similar size).  You can skip the greasing, but it makes cleaning it a nightmare.  I spray a little PAM olive oil, and dump the noodles in there.  It doesn’t really matter WHEN you do this, but it needs to be done before the sauce is done 🙂

Keep the skillet/frying pan on the heat and add your half a stick of butter.  Once the butter is melted, sprinkle the flour over the top of the butter/mushroom mix.  Stir it up and keep stirring consistently for exactly two minutes.  You want to cook the “raw” flavor out of the flour, but this roux needs to be light, not dark so it will only simmer in that butter for a couple minutes.

I was trying to use up half a bag of noodles (without opening another new bag) so I added half a head of cauliflower to the pasta water. It’s a little cheat, but a good one. The kids don’t even realize it’s there!


Next add the milk.  I usually use 1% because this is a high-calorie dish… but truthfully, whole milk makes it divine.  Stir over medium-high heat until it starts to thicken up – about 5 minutes.  If it is really TOO thick, add another 1/2 cup of milk and stir it in.

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Add the shredded cheese (reserving about a 1/2 cup for the topping), mustard, and as much salt & pepper as you like.  Stir it all in until the cheese is mostly melted.


Take one of your cooled noodles and dip it in the cheese sauce to make sure the flavor is right.  Adjust it if necessary, then pour it over the top of your waiting noodles.  Stir it up a bit, top with your reserved cheese and pop it in the oven.


Bake it for about 30 minutes until the cheese on top is a little crackley, and the sauce is bubbling around under it.  Toss a little chopped parsley on top – or better yet, use up those fried onions left over from Thanksgiving dinner. MMM…  Let it cool for about 10 minutes and dive in. We serve it with broccoli, green beans, whatever we can find.


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