• Cooking Time:
  • Servings: 12
  • Preparation Time:


  • 8 Tablesppons (1 stick) unsalted butter, plus more for dish
  • 6 slices good white bread, crusts removed, torn into 1/4 to 1/2-inch pieces (I use sourdough)
  • 5 1/2 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons salt
  • 1/4 teaspoon freshly grated nutmeg
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper, or to taste
  • 4 1/2 cups grated sharp white cheddar cheese (about 18 oz.)
  • 2 cups grated Gryere cheese (about 8 oz.) OR 1 1/4 cups grated Pecorino Romano cheese (about 5 oz.)
  • 1 pound elbow macaroni(I have also used mini-penne)


  • Heat oven to 375F. Butter a 3-quart casserole dish; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 Tablespoons butter. Pour butter into bowl with bread and toss. Set breadcrumbs aside.
  • In a medium saucepan set over medium heat, heat milk. Melt remaining 6 Tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.
  • While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.
  • Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyere or 1 cup Pecorino Romano; set cheese sauce aside.
  • Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasts is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse unter cold running water, and drain well. Stir macaroni into the reserved cheese sauce.
  • Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cp Gruyere or 1/4 cup Pecorino Romano, and breadbrumbs over top. Bake until browned on top.


This recipe is loaded with butter and cheese! I only make it for the holidays!! :) You can easily half this recipe and use a 1 1/2 quart casserole dish.

Author Credit: Martha Stewart

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