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Macaroni and Cheese

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“SO fattening but SO worth it!! This truly is the best mac and cheese I've ever eaten.”

Ingredients Nutrition


  1. Preheat oven to 350°F
  2. Butter a 13 X 9 baking dish and set aside.
  3. In large pot, melt 6 tablespoons of the butter over medium low heat and add flour.
  4. Cook, stirring constantly, for 3 - 4 minutes. (Flour must foam in order to cook the raw flour taste out. Do NOT let your flour burn.).
  5. Add cayenne pepper, salt and pepper and mix well.
  6. Raise heat to medium high and gradually add in hot milk.
  7. Bring to a hard simmer, and cook and stir constantly for 3 - 5 minutes, until mixture thickens.
  8. Remove from heat and stir in 2 cups of the shredded cheese until melted.
  9. Stir in cooked, drained macaroni.
  10. Sprinkle 3/4 cup of the remaining cheese in bottom of prepared baking dish.
  11. Add half of the cheese and pasta mixture, spreading evenly.
  12. Add 3/4 cup shredded cheese to that, and repeat with remaining pasta mixture.
  13. Top casserole with remaining cheese.
  14. Pour heavy cream (or half and half) over top of casserole.
  15. In small frying pan, melt remaining 2 tablespoons butter and add fresh bread crumbs, coating thoroughly and toasting slightly.
  16. Sprinkle evenly over top of macaroni and cheese.
  17. Bake uncovered for 30 minutes.

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