Thinking Outside the Box: The Craft of Real Mac & Cheese

The Craft of Real Mac & Cheese

If there’s one processed food that holds the record for the most appearances at American dinner tables, it’s probably macaroni and cheese. I grew up with that very same blue box most of you did, with its starchy, duck-orange “cheese” powder and strangely comforting chemical flavor. If ever there was a flavor that I’ve grown to associate with the color orange, it’s that little Kraft flavor packet.

As I got older, I indulged in what I thought was a much more gourmet version: the yellow box, which contained not an envelope of dried powder, but rather a squishy pouch of nuclear-orange goo. I very nearly lived on this sludge for years, completely enamored with its over-the-top saltiness and the fact that I didn’t need to add a single thing to the sauce to make my dinner. For me, this weird pouch of gluey “cheese” was macaroni at its best.

At some point someone taught me how to doctor my macaroni packets, adding hot dogs, potato chips, and even real spices to the goo. Woo-wee! I was living the life of a true gourmet!

Then at 23 years old, I had my cholesterol tested. I’m a relatively small person – only 106 pounds on a heavy day – and pretty active. You can imagine my surprise when my doctor, who didn’t even want to test my cholesterol until I pushed for it as part of my physical, alerted me to the fact that my cholesterol was nearly 300. My doctor was appalled. “What the hell are you eating?” he demanded.

This day shall go down in history as the point in life when I first recognized that there was a difference between processed food and real food. I grew up on the worst of diets – everything I was fed as a child came out of a box, a can, or the freezer. My mom, being a single parent with two kids and a crap job, did the best she could to get food on the table; many nights dinner consisted of concentrated soup or instant ramen, a can of generic green beans, and boxed mac and cheese. I had no idea that I was eating like crap, because in the 70s and 80s, everyone ate that way. It was just what I knew to be normal.

Fast-forward 15 years and I’ve got a very different philosophy on food. Nearly everything I eat now is in its whole-foods form, ideally organic, and most likely cooked from scratch by me or someone very close to me. That includes soups, stews, vegetables, and countless other things I used to eat out of a box, bag, or can. In fact, I can barely stomach processed food these days – the level of salt and sugar completely overwhelms my palate, making it tough to get down more than a few bites before I feel bloated and gross.

Perhaps the most profound change, though, was how my perspective on macaroni and cheese evolved. I went from being a young adult that subsisted almost entirely on dried pasta and powdered cheese, to being the author of a cookbook that creates inspired mac and cheese dishes out of fresh ingredients and small production, artisan cheeses. That’s quite a jump, isn’t it? Now that I’ve been exposed to the world of real cheese, there’s no turning back.

A lot of people believe that creating macaroni and cheese from scratch is difficult, when in reality it takes very little effort and yields results that are a thousand times tastier than anything you’ll get out of a box. If you know how to heat milk and shred cheese, then you’ve got the skills necessary to create a supremely creamy stovetop mac and cheese dish from scratch. The best part is you don’t even need a recipe. Here, I’ll show you the basic ratio:

2 tablespoons butter + 2 tablespoons flour + 2 cups milk + 2 cups shredded cheese

That’s it. Really. Oh, and some pasta, of course.

Here’s a base recipe for creating a macaroni dish that is both gorgeously decadent and way healthier for you than boxed versions. Down with the powder packet and squishy pouch!

Real Macaroni and Cheese
4 from 1 vote

Basic Creamy Macaroni and Cheese

This dish is so easy to make, yet tastes like you've been slaving away for hours over the stove. You can be creative in your choice of cheese, combining two, three, or even four different cheeses, as long as they're capable of melting into a sauce. You can also add a handful of cooked vegetables, if you like - in fact, this is a GREAT use for leftover veggies! A few tips: be sure to remove the sauce from the heat before adding the cheese, as heating cheese too quickly will cause it to separate. Also, hold back on the salt until after you've added the cheese to the sauce - the variety of cheeses you use will greatly affect how much seasoning you'll need to add.
Course Entree
Cuisine American
Prep Time 10 minutes
Cook Time 30 minutes
Total Time 40 minutes
Yield 8 servings
Calories 304 kcal
Author Stephanie Stiavetti


  • 10 ounces dry elbow macaroni
  • 2 cups milk
  • 2 tablespoons unsalted butter
  • 2 tablespoons flour
  • 2 cups shredded cheese of your choice mix and match between the following meltable varieties: cheddar, monterey jack, gruyere, gouda, fontina, havarti
  • 1 cup chopped pre-cooked vegetables of your choice optional - I like broccoli, peas, cauliflower, and asparagus
  • Sea salt
  • Freshly-ground black pepper


  1. Cook the pasta in a large pot of salted boiling water until al dente. Drain the pasta through a colander and set aside.
  2. Heat the milk in a small saucepan over low heat. As soon as the milk starts to steam and form tiny bubbles around its edges, turn the heat as low as it will go. The goal is to keep the milk warm but prevent it from boiling.
  3. Place the butter in a saucepan and melt over medium flame. Add the flour and stir with a heat-proof spatula just until the roux begins to take a light brown color, about 3 minutes, scraping the bottom to prevent burning. Once it's done, the roux should smell liked cooked butter and flour.
  4. Slowly add the milk and stir constantly until the sauce thickens enough to coat the back of a spoon. Remove the sauce from the heat. Add shredded cheese and stir until completely melted. Stir in chopped vegetables, if using. Season with salt and pepper to taste.
  5. Pour sauce over pasta and stir to coat the noodles. Serve immediately.


About the Author

Cooking Cheat SheetsStephanie Stiavetti has a superpower, and it’s teaching people how to cook like a boss. After spending the past decade putting herself through culinary school and working in the food industry, she started Fearless Fresh to help you become the badass home chef you’re meant to be. Check out her cooking cheat sheets, which guide you through every step of the cooking process with creativity and ease. You can also find Steph on Instagram, Facebook, and Pinterest.

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