Homemade macaroni and cheese is a baked version of the classic comfort food that everyone loves. Tender elbow macaroni with a rich 3-cheese sauce baked over it. So perfect!

There are few rules in this house when it comes to food. OK, let’s be honest – there are a ton of ‘requests’ that I pay no attention to (like no onions. Really? No onions? Isn’t that part of the holy trinity of cooking? How could I possibly give up onions? My neon pink Virgin Mary would be horrified if she thought there would never be another onion in this house – it’s a sin!).

But really, the BF is willing to try any of the things I put in front of him with minimal whining as long as I agree to serve mac and cheese once a week.

Not just any mac and cheese. His mac and cheese. Ready to hold those foodie palates noses high? We’re talking noodles and melted Velveeta cheese. That’s it. Maybe a dash of milk to help the goo slide, but it’s literally just that. Microwave Velveeta, pour over noodles. Mix that bowl up and serve. The worst part? I really like it, but every now and then it would be nice to make a real homemade macaroni and cheese.

Wasn’t I the most excited little girl on the block when some friends of mine asked me to prepare them a ‘real’ homemade macaroni and cheese? I jumped for joy! The BF couldn’t deny me an opportunity to actually purchase Gruyere cheese and use it in the dinner!

Homemade Macaroni and Cheese \\ PassTheSushi.com


Homemade Macaroni and Cheese

Inspired by a little of Alton, a little of Ina and a little of my own inner fat kid.

Ingredients:Homemade Macaroni and Cheese \\ PassTheSushi.com

  • 1 1/2 boxes elbow macaroni
  • 3 tbs butter
  • 3 tbs flour
  • 2 cups hot milk
  • 1/4 teas fresh grated nutmeg
  • 1 teas cayenne pepper
  • 1/4 teas freshly ground black pepper
  • 4 oz Gruyere sliced into small cubes
  • 6 oz sharp cheddar grated
  • 3 oz Fontina, sliced into small cubes
  • 1 tbs fresh parsley
  • 1 bay leaf
  • 2 large handfuls Parmesan


Prepare your macaroni as directed. Preheat your oven to 375 degrees.

Meanwhile, melt butter in a sauce pan add flour and cook until light brown. Add the milk, whisking constantly. Add the nutmeg, cayenne, pepper.  Whisking constantly melt in the cheese slowly so you don’t end up with one big clump that gets stuck in your whisk. Add parsley and bay leaf; simmer for 7 minutes.

In a buttered 9 x 13″ pan layer 1/3 of macaroni topping with 1/3 of sauce. Repeat these steps 2 more times. Top with Parmesan.

Bake for 25 minutes or until bubbly. Serve.



For my own small ramekins, I added already prepared bacon to add to the homemade macaroni and cheese, because everything’s better with bacon.

This turned out great. A little dryer then my liking after the time it spent baking in the oven, but that is easily remedied with more milk in the future. Most of the tray was devoured (yes, even by the BF) at the Super Bowl party, and the rest went home with my friends.

Homemade Macaroni and Cheese \\ PassTheSushi.com

I promise I’ll make it up to him when I’m back from Dallas with his weekly serving of Velveeta. Doesn’t that sound like a classy Valentine’s dinner?

Speaking of Dallas – if there are any ‘must-trys’, now is the time to let me know! I’ve never been to Texas before and am really excited!

Have you ever made “real” homemade macaroni and cheese, or are you a fan of the noodles and processed cheese version?


  1. OMG! No onions in your house either? Pssssh. I sneak them in whenever I can! 😉 Your mac and cheese looks delightful. Totally trying this one!

  2. now that’s a mac anc cheese I could devour!! you bf doesn’t know what hes missing, granted I like a little velveta too, but your mac and cheese takes it to a whole new level!

  3. I totally agree with you about onions. i actually don’t like to eat raw onions, but when I cook, they are the basis of almost everything! They add so much flavor.

  4. Yum! I need to start making my mac and cheese in small dishes, too. You know, for portion control!

  5. RavieNomNoms says:

    Well I think that looks just amazing! Wowza! Yum and Yummier!

  6. My “Washer Up” loves macaroni cheese too, he always smiles when I say I’m making it. You know like a big happy soppy smile. I put spinach, garlic & nutmeg in mine just to try and make myself feel better about the ton of cheese!!

  7. I LOVE LOVE LOVE mac and cheese! I ate so much of it this weekend. Somehow I had it with dinner on Saturday, another order at a bar after dinner, and then again on Sunday at a superbowl party. As much as I love it… I felt pretty disgusted with myself. It’s a love and hate thing, I guess. Yours also looks amazing and I would happily scarf down a huge bowl of it.

  8. i love mac n cheese, so i totally understand where youre coming from on the velveeta. it’s a good creamy sauce, thousands of times better than the classic kraft BUT there’s nothing like a good old roux based mac n cheese. i like that you added the cayenne pepper too, gives it a nice touch. and your pics are great! thanks for sharing!! cheers.

  9. Oh yum…..you might even be able to lure him to the dark side with this mac and cheese. 😉

    I’ve met a couple folks who loathe onions…..I’m not sure how they function….it’s an unnatural state.

  10. Oh lord that looks delicious. Doesn’t help I LOVE macaroni & cheese and my husband doesn’t. weirdo. lol I will most definitely be making this in the future. He can rummage around the kitchen and find something else to eat. lol
    & that is true, everything is better with bacon! lol My husband has yet to figure that out.

  11. You crack me up. “Inspired by a lit­tle of Alton, a lit­tle of Ina and a lit­tle of my own inner fat kid…” this sounds like the best recipe for mac n cheese. I happen to agree about the bacon so you are in good company.

  12. Ugh, you don’t even know – one of my brother-in-law’s will not eat ANYTHING!!

    Onions, green onions, tomatoes, cucumbers, any type of seafood, peppers (bell or jalapenos), asparagus, anything on the bone, celery.. and the list goes on. I hate cooking when he comes over!

  13. I know what you mean, I still love a good kraft mac & cheese every now & again but overall homemade is the way to go! This looks DE-LISH!

  14. I wanna come over and break the rules with you!! It looks like you know how to break the rules, making them better than before! DELISH

  15. Oh yes, break the rules! And then pack some of this mac and cheese in dry ice and send it my way! LOL! 😀

  16. That last shot is gorgeous!

  17. Lora @cakeduchess says:

    Kita-Gruyere, Fontina, and cheddar…you said the magic words! Love this mac and cheese!! I kinda like velveeta too!!;)

  18. I could never live without onions either and my BF hates them! Since I cook, I win! Great looking mac n cheese, perfect comfort food for winter!

  19. I hate how onions smell up my house, but I still could never give them up!! Nothing is better than a good homemade mac & cheese.

  20. I’m always trying to sneak food into my picky family, so I totally understand your frustration! It’s good to have friends you’ll let you break the rules a bit. This mac and cheese looks awesome!

  21. Kimba's Kitchen says:

    WHAT???!!!! NO ONIONS!!!

    That’s it I’m leaving…… lol.

    In all seriousness I would eat that macaroni and cheese in a heartbeat and enjoy every minute of it!

  22. M. A. Rhodex says:

    That looks so good! I have a similar recipe on my blog with even more cheese! But isn’t homemade Mac n cheese worth it??? Ok I’m making this for dinner tonight. Bacon and all!
    Fat kids unite!!

  23. The Mom Chef ~ Taking on Magazines One Recipe at a Time says:

    We’re the family of the blue box mac and cheese, unfortunately. If I try to deviate from that, I hear about it. Any deviation. I would LOVE to make this version. Love, love, love. The inner fat kid in me says no way though. I’d be eating it all too.

  24. I am a huge fan of macaroni and cheese. My mom always used to make it with Velveeta, milk, butter, and lots of black pepper sprinkled on top. Making it with Velveeta is a nostalgic thing for me.

    As for the onions, I sometimes will use my box grater to “shred” the onions. They turn into a soupy oniony mess but you get the great onion flavor without the identifiable onion chunks in your food. Works great for picky eaters.

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