First of all, here is how much cheese you'll use - it's a lot. Something like 4 1/2 c of cheddar and 2 of gruyere:

Make a roux - butter and flour

Gather your milk - again, quite a lot - 5 1/2 cups

Slowly add the milk to the roux, stirring constantly

Season the otherwise blah milk mixture - cayenne, nutmeg, salt, pepper

Then the cheese adding begins....lots and lots of cheese...

Meanwhile, cook a pound of elbow macaroni

Then add it to the lovely cheese mixture

Pour into a greased casserole dish (or in my case, two of them). Notice at this point how runny the mixture is - it is like cheesy soup. I resisted the urge to add more noodles.

Top with buttered bread crumbs and bake until golden. At this point, I was amazed - where did all the cheese sauce go?

Into the noodles of course and thickened up - we had this with leftover pork chops and salad in our house.

This was good - I'll admit that - but I think I was a little heavy-handed with the Gruyere. It had a little too much of the nutty taste. That being said, Mr. R hearted it. I think my problem with homemade "adult" mac 'n' cheese is that it doesn't hold a candle in my heart/tastebuds to the Holy Grail of mac 'n' cheese. I think ultimately fancy macaroni might be too much for my plebian tastes. But this was good, don't get me wrong. Just not as amazing as I thought it might be.
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