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Better Than "out of the box" Macaroni and Cheese

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“Inexpensive. Delicious. Good when you're in the mood for some real comfort food. Sometimes I like to add onions or broccoli.”
1hr 20mins

Ingredients Nutrition

  • 1 lb macaroni, cooked about half way
  • cheese sauce (see recipe below)
  • 1 cup shredded cheddar cheese
  • 12 cup breadcrumbs (fresh, if time allows)
  • For Cheese Sauce
  • 4 tablespoons flour
  • 4 tablespoons butter
  • 2 12 cups milk (warmed over low heat until small bubbles begin to form)
  • salt
  • pepper (freshly ground tastes best to me)
  • 1 cup shredded cheese (I use cheddar)


  1. Cheese sauce (can be made the night before):
  2. Heat butter in a 2qt sauce pan until melted.
  3. Stir in flour.
  4. Stir constantly to make a paste.
  5. continue stirring until mixture begins to bubble (be sure not to let it brown!), about 2-3 minutes Add the hot milk, stirring to make sure butter and flour are incorporating well Bring to boil.
  6. Reduce heat and continue to cook, stirring, 3-4 minutes more, add salt and pepper to taste Add cheese, stir until melted.
  7. (if making the night before, be sure and cover the pan while sauce cools to prevent a skin from forming) To put it all together:
  8. Pre-heat oven to 375 degrees.
  9. Butter a large baking dish.
  10. Place partially cooked macaroni in dish.
  11. Pour cheese sauce over pasta, fold in gently.
  12. Sprinkle shredded cheese over pasta.
  13. Sprinkle bread crumbs over cheese.
  14. Bake for 30-40 minutes or until sauce bubbles and the top is a lovely golden brown.

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