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Perfect Macaroni and Cheese

Yield: 6-8 servings 1x
Prep: 15 minsCook: 45 minsTotal: 1 hour


  • 3 cups whole milk
  • 3/4 cup heavy cream
  • 3 tablespoons butter
  • 3 tablespoons flour
  • 1 pound sharp cheddar cheese shredded (use a good brand and not a cheaper supermarket brand – the extra cost pays off in much better flavor)
  • 1/4 pound white American cheese (not cheese food but real cheese)
  • 1/4 pound brie, with outer skin removed and discarded
  • 1/2 teaspoon Worcestershire sauce
  • 1/2 teaspoon kosher salt
  • 1/4 teaspoon white pepper
  • 1 teaspoon dry mustard
  • 1/8 teaspoon cayenne
  • 1/4 teaspoon fresh nutmeg
  • 1 pound elbow macaroni noodles (we used Cellentani pasta which looks like a longer twisty elbow noodle)

Crumb Topping

  • 1/4 cup seasoned bread crumbs
  • 1/4 cup finely shredded cheddar cheese
  • 1/4 teaspoon paprika
  • 1/2 tablespoon melted butter


  1. Preheat oven to 375 degrees F.
  2. Bring a large pot of water to a boil and keep at a simmer until you are ready to cook the pasta.
  3. In a medium sauce pan, bring milk and cream up to scalding but do not boil.
  4. While milk and cream are heating, in a large pot over medium, melt butter and add flour. Stir and cook for three minutes.
  5. Slowly add hot milk mixture to butter and flour mixture while whisking vigorously. If you can’t pour and whisk then pour the milk in one third at a time whisking fast after each addition. The first one will be thick and by the end it will be loose. If lumps form, whisk and cook until they are gone.
  6. At this point, bring the water to a boil and add pasta. Cook pasta to three minutes under done. Whatever the package says, cook three minutes less. Pasta will be slightly hard and chewy but will finish in the oven.
  7. Add all three cheeses to the white sauce and stir with a wooden spoon until dissolved into the sauce.
  8. In a small cup or bowl, mix Worcestershire sauce with salt, pepper, mustard, cayenne, nutmeg and enough water (few drops) to make a slurry. (this is to avoid lumps from clumpy seasonings). Whisk this into the sauce.
  9. Remove the sauce from the heat.
  10. Drain the pasta and add the hot pasta to the sauce and stir.
  11. In a small bowl, combine all topping ingredients and mix well.
  12. Butter or spray a 9x9x3-inch or equivalent casserole dish and pour in the pasta mixture.
  13. Sprinkle top with the crumb topping mixture and bake uncovered for 20-25 minutes or until hot and bubbly.

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