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

4 from 1 vote

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

By: Stephanie Stiavetti
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.
Prep: 10 minutes
Cook: 30 minutes
Total: 40 minutes
Servings: 8 servings


  • 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


  • Cook the pasta in a large pot of salted boiling water until al dente. Drain the pasta through a colander and set aside.
  • 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.
  • 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.
  • 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.
  • Pour sauce over pasta and stir to coat the noodles. Serve immediately.


Calories: 304kcal
Like this recipe? Rate and comment below!


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.

A photo of Andrew Wilder leaning into the frame and smiling, hovering over mixing bowls in the kitchen.

Welcome to Eating Rules!

Hi! My name is Andrew Wilder, and I think healthy eating doesn’t have to suck. With just three simple eating rules, we'll kickstart your journey into the delicious and vibrant world of unprocessed food.

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December 26, 2013 2:31 pm

P.S. Nobody here has celiac; I just had the brown rice pasta around because we’d been checking out “other” grains, so I used ordinary flour in the roux. Oat or sorghum flour works just as well in roux; I’ve used both with good results in other things.

December 26, 2013 2:28 pm

Made a 1/2-batch a couple weeks ago and it was, in fact, great. Used mostly Bandon medium cheddar with a little “Dublin” cheddar (that my mother had bought on whim, but nobody ate because it was too dry and hard to slice, so I fell heir to it) and a little Precious mozzarella (bought at grocery store for a pizza I haven’t got around to making because we all came down with the ‘flu) just because we all like gooey-stretchy “pizza cheese.” Omitted pepper due to one family member having an IBS attack; used gluten-free macaroni (brown rice from WinCo). Also omitted mixed-in veggies because we had roast chicken and tossed salad for rest of meal.
@ Nadine: My results looked a lot like the picture – I think it’s a pic of this recipe with the veggies left out and caramelized onion on top.

November 16, 2013 10:30 pm

Sounds great…but the photo does not match the recipe. 🙁

Would love the recipe that goes with the photo as well.

October 30, 2013 5:58 am

I also grew up on the processed diet of even the 60’s and 70’s. The blue box was a simple easy dish I could make as a kid. My father was a single parent so I understand their plight, we even added to that died canned ham spread! Thanks for this lovely mac and cheese recipe that I am sure the blue box people would not even recognize as mac and cheese.

October 27, 2013 1:35 pm

Hi, Like you, I have had a BAD mix of all of my cholesterol levels (overall; triglycerides; LDL; HDL; you name it) that I was labeled diabetic. I begged my Dr. to let me get my weight (which wasn’t all that bad) and my diet under control before putting me on meds. Due to other health issues I am on enough meds. Well, I just went for my quarterly checkup and I LOWERED MY LEVELS TO THE POINT WHERE I AM NOW NOT DIABETIC !! Yeah me!! I am labeled prediabetic until I lose more weight, etc, etc, but I am doing it.

My reason for the comment, albeit a small one, is the fact that I WOULD DIE WITHOUT MAC/CHEESE sometimes, so I learned how to stomach whole wheat/whole grain pastas and make my mac/cheese with that and lots of garlic and low fat/low salt cheeses!

October 20, 2013 4:02 pm

The photo looks like a German dish called “Kaesespaetzle”. It is a homemade dumpling-like noode layered with Swiss cheese and has fried, carmelized onions on top. Delicious, but no cream sauce. I don’t see macaroni noodles in the photo. As a first generation German, I make them at home. Search German food spaetle and cheese.

October 19, 2013 11:18 am

I used to be a school nurse in a high school and just like you I would have girls with high old folks cholesterol and they were 15! And like you maybe 100 lbs! I said the same thing, “WHAT ARE YOU EATING?!?!?” LOL!

October 18, 2013 7:42 pm

Would this work with gluten-free flour?

October 18, 2013 3:54 pm

I’m sure ideas from others on ways to make a dish,simplify, alter etc.from others are most welcome, but whether or not someone eats pasta anymore and a lesson about the effects of cheese on the heart isn’t of much concern to others who do enjoy this recipe! Sorry, it’s a full moon!

October 18, 2013 2:34 pm

we gave up pasta of any kind.What is it so good for? We replace it with zucchini strips and always and spinach. But we don’t eat much cheese either. Its hard on the heart to each so much. Don’t think we will try this one.