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Creamy cheese, crunchy topping and you get to call it dinner, what’s not to love?  Once you’ve been introduced to grown up Mac & Cheese, you can’t return to the box.  Once you go Mac, you never go back…so to speak.

If you’ve never made Mac and Cheese from scratch, I’m going to let you in on a couple of secrets:
A.  Despite the fact that I will be using a French cooking term in this recipe, this dish is really easy to make.
B.  You can use almost any cheese, pasta, mix-in and/or topping.  It’s hard to go wrong.

For instance, check out the sneaky way I’m going to get my kids to eat swiss chard and like it.

If you don’t like swiss chard, you could leave it out.  Alternatively, you could substitute a different leafy vegetable like collard greens, kale or spinach.

Or caramelized onions.

Or bacon.

  • 6 tablespoons (3/4 stick) unsalted butter, divided
  • 1 medium onion chopped (about 1 cup)
  • 3 garlic cloves, pressed or finely chopped
  • 1/4 cup all-purpose flour
  • 3 cups 2% milk
  • 2 1/2 cups grated aged (at least a year) Gouda cheese, divided (about 10 oz.)
  • 1 cup gruyere, grated (about 4 oz)
  • 1 cup raclette, cut into small pieces (it’s too soft to grate) (about 4 oz)
  • 1/4 teaspoon cayenne pepper
  • 1/8 teaspoon freshly ground nutmeg
  • 1 1/2 pounds Swiss chard, stems and center ribs removed
  • 12 ounces elbow macaroni
  • 1 cup panko bread crumbs

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Notes on Cheese:  As I mentioned, you can use just about any cheese to make this dish.  I chose aged Gouda because it has a taste very similar to cheddar, but is softer and creamier when it melts.  I like Raclette for it’s mild flavor and excellent melting quality.  I also included Gruyere because it’s sharp flavor is one of my favorites.  If you want to try other cheeses, go for it!  Just keep the overall amounts similar.

Preheat oven to 350°F. Butter a 13 x 9 inch baking dish or something roughly that size.  I like to use this oval dish which holds the same amount as a 13 X 9, but is pretty.

Next, grate all of your cheeses because it’s best to get this tedious step out of the way.  Really soft cheeses (like raclette) you can just chop or slice.

When making 99% of all Mac & Cheese recipes, you start by making a roux.  It’s one of those intimidating French cooking terms.  A roux is a thickening agent made by cooking together fat and flour.  The roux will make your Mac and Cheese creamy and luscious instead of just cheese melted around pasta.

To make the roux, melt 3 tablespoons butter in large pot over medium heat.  Add the chopped onion.
Sauté until translucent, about 5 minutes.  Stir in garlic, then flour.  Cook, stirring constantly 1 minute.  The flour will absorb the butter and will form something akin to a paste.  Then, gradually whisk in milk.
Cook, whisking occasionally, until mixture begins to boil and thicken, about 3-5 minutes. Add 1 cup grated gouda, half of the gruyere and all of the raclette.
Stir until cheeses melt, about 1-2 minutes.  Stir in cayenne and nutmeg.  Season sauce with salt and pepper.

Cook chard in large pot of boiling salted water until tender, about 1 minute. Using slotted spoon, transfer chard to plate to cool.  Reserve pot with water.  Look how the chard turned the water a vibrant red color! Squeeze all the water from chard.  I use a dishtowel and twist.  1 1/2 pounds of cooked chard doesn’t take up much space after you cook it and squeeze out the water.  Chop finely.

Return water in pot to boil. Add the macaroni and cook until tender but still firm to bite, stirring occasionally.  Remember that the macaroni will cook more in the oven as it soaks up some liquid from the sauce.  Drain the macaroni and stir it into the warm cheese sauce.  As you can see, the red water didn’t change the color of the pasta.

Spread half of this macaroni in sauce in the 13 X 9 pan (or whatever you are using).  Smooth the top.  Next layer 1 cup of the aged gouda cheese and the rest of the gruyere.  Then sprinkle a layer of the chard.

Top with remaining macaroni mixture and smooth the top.

All that’s left is to make the crunchy topping.  Melt 3 tablespoons butter.  Add the panko breadcrumbs and the last 1/2 cup of gouda, a pinch of kosher salt and some freshly ground pepper.  Toss until well combined and spread on the top of the macaroni.

Bake until breadcrumbs are golden and edges are bubbling, about 40 minutes. Let it stand for at least ten minutes before serving.

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