Not Your Blue Box Mac & Cheese

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I shared this recipe on the Peacock Pottery blog much earlier this year, but as the weather is getting cooler again here, I am craving Mac and Cheese. I am totally bummed by the fact that I can’t eat dairy right now, so I figured I would share this delicious dinner with you instead … and then hopefully live vicariously through you :)

I love, love, LOVE Macaroni and Cheese! It is my absolute favorite comfort food, and I would eat it every day if I could.

I have a few different recipes that I make regularly, and this is a brand new one that was a huge hit with my entire family – kids included! I think of this as a more “grown up Mac & Cheese”, and I love that the recipe can easily be doubled to make as a main dish or for more people.

This recipes feeds a family of 4 as a side dish, with some left over.


  • 1 3/4 Cup Uncooked Medium Shell Pasta
  • 2 T Unsalted Butter
  • 2 T All Purpose Flour
  • 1 1/3 Cup milk (I used skim)
  • 2 oz Gruyere Cheese, grated
  • 3 oz Monterey Jack Cheese, grated
  • 4 oz Extra Sharp Cheddar Cheese, grated
  • Fresh cracked pepper (10-12 cracks, or 1/8 tsp pre-cracked)
  • 1 small clove garlic, minced
  • 1 dash (1/8 tsp) mustard powder
  • 1/8 tsp Worcestershire sauce
  • 1 tsp melted butter (unsalted)
  • 1/4 cup Seasoned Bread Crumbs
  • pinch of salt


  1. Preheat oven to 375 degrees. Cook medium shell pasta in lightly salted water. Drain and set aside.
  2. Melt 2T butter in sauce pan. Add Garlic and saute for 30 seconds. Add flour. Cook on med-low for 1 minute – keep a close eye on your flour, don’t let it brown! Add milk, whisking continuously to remove any lumps. Add pepper and mustard powder.
  3. Bring to a boil, stirring very frequently so bottom doesn’t burn. Allow to boil for one minute, then remove from heat.
  4. Add cheese a little at time, siring to combine. Don’t worry if all the cheese doesn’t melt together – it will in the oven! Add the Worcestershire sauce.
  5. Add cooked noodles and cheese sauce to an un-greased 7 3/4 x 7 3/4 deep dish pan (like this one). Mix to combine.
  6. In a separate bowl, mix 1 tsp melted butter and breadcrumbs (it should look a bit like wet sand). Sprinkle mixture on top of your macaroni and cheese.
  7. Bake for 30 minutes, or until golden brown and bubbling. Allow to cool for 5 minutes before serving. Enjoy!



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