10 Dishes to Make this Winter: #4 Tony’s Ultimate Mac and Cheese!

This is the 4th in a series, 10 Dishes to Make this Winter.

Mac & Cheese invokes different emotions in different people.  For some it was–at 10¢ a serving–a means of survival, and for others it is mere kids’ food.  And while it may have evolved to these states, it began as a decadent rich dish using another of the French Mother Sauces, Bechamel.  From there we add cheese making it Mornay Sauce.

So we may not think of it as gourmet food, but it certainly can enter that realm!  The component that puts it over the top is the browned buttered breadcrumbs.  This recipe has broad appeal and years ago when I operated a small meal delivery service, we sold 100 portions a week of this! 

Here is the recipe and please leave a comment if you like it. 

And I would be negligent if I didn’t give a shoutout at this point to my eager quasi-step-nephew who called me to ask when I was posting the M&C recipe.  Ryan, I hope you find this worth the wait!  I only regret I do not have a picture of you making a pope hat with a napkin!


  • 8oz Cheddar Cheese, shredded
  • 8 oz Monterey Jack Cheese, shredded
  • 1 lb elbow Macaroni (I like Barilla Plus, more on that below)
  • 2 oz butter
  • 4 Tbs flour
  • 1 1/2 tsp dry mustard
  • 2 tsp salt
  • 1/4 tsp cayenne
  • 4 cups milk
  • 1 cup heavy cream
  • 1 can Campbell’s Cheddar Cheese Soup (more on this below)
  • 2 oz butter (separate from the 2 oz butter above)
  • 3 cups panko breadcrumbs

Partially cook the macaroni.  You want it undercooked because it will cook more in the oven.  So if the box calls for 6-8 minutes, cook it for 5.  I am a big fan of Barilla Plus pasta.  It is a little coarser than normal pasta, but not the cardboard texture of most whole wheat pasta.  The nutritional trade-off is profound.  It has almost the protein of tofu or meat and more fiber than oatmeal.

Barilla Plus has a very positive nutritional trade-off for just a slightly coarser texture and flavor.

Combine the two cheeses in a bowl and remove a large handful of it to another bowl for garnish.

Preheat oven to 350° and butter a baking dish (like a large casserole dish.)

Put the milk and cream in a bowl and microwave for 3-4 minutes.

Over medium heat, melt the first 2 oz of butter and stir in the flour, dry mustard, salt, and cayenne.  Don’t worry if you’re not a fan of hot food, this barely comes through but makes it a bit interesting.  If you are a fan of hot food, double this quantity.  Stir this mixture for a minute or so to cook out the floury taste.  It should be a light blonde roux.

Pour in the hot milk and cream mixture whisking throughout.  If it seizes up, do not panic, it will cook out, just keep whisking.  You have just made a bechamel sauce!

Flour and butter make a roux, the addition of milk makes it Bechamel sauce and the addition of cheese makes it Mornay!

When it is thick and bubbly, add the can of soup and the shredded cheese.  If you read this blog at all you will know this is the first time I have recommended a can of Campbell’s soup as an ingredient.  It is, however what was specified when my sister gave me this recipe years ago.  It is one of the few things in life I have never questioned, nor experimented with alternatives!

Rarely do I use a prepared ingredient like Campbell's soup, but in the case of this recipe given to me by my sister, I do not question. Hey, it says right on the can it's great for cooking!

Once the cheese is melted and the soup is blended into the sauce, you now have a mornay sauce (with soup in it).  Now add the pasta and mix it in well.  Pour this mixture into the baking dish and sprinkle with the cheese you reserved in a small bowl for garnish.

Spread the cheese reserved for garnish, and then top with buttered bread crumbs and then into the oven she goes!

Melt the second quantity of butter and mix it with the panko breadcrumbs.  These breadcrumbs are perfect for this use.  They are larger like fresh breadcrumbs and not grainy.  Spread this mixture over the top of the casserole and put in the oven for 20-25 minutes, or until the breadcrumbs are GBD (golden, brown and delicious).

Bake 20-25 minutes until GBD (golden, brown, and delicious)



  1. One evening, years ago finding that I didn’t have any bread crumbs to top the mac and cheese, I used Townhouse crackers. Put then in a zip-loc bag and beat the heck out of them. They will be just as fine as or finer than bread crumbs and have a nice buttery flavor. Family liked it this way so much, bread crumbs haven’t top the mac and cheese since.

  2. Tony, Jim and Carrie and I gobbled this down last night. ‘Twas yummy, but didn’t remind me of TK at all. Memory failing?

    I’ve laid on a packaged butter chicken product which calls for simply adding chicken pieces and cooking. Fond hopes. Jim sez he can do that. We’ll save you a bite.

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