Popcorn Crusted Macaroni and Cheese

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Member since 2006
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Serves 4 | Prep Time | Cook Time

Why I Love This Recipe

Ingredients You'll Need

8 ounces elbow macaroni
4 tablespoons butter, divided
2 tablespoons flour
1 teaspoon dry mustard
1/2 teaspoon salt
1/4 teaspoon pepper
1 1/2 cups milk
1-8 oz. (2 cups) package shredded sharp cheddar cheese
5 cups popped popcorn
1/2 teaspoon parsley flakes


Preheat oven to 350º F. Butter an 8x8-inch baking pan with 1 tablespoon butter; set aside. Cook and drain macaroni according to package directions; set aside.

Melt 2 tablespoons butter in a medium saucepan over medium heat. Whisk in flour, mustard, salt and pepper; cook 2 minutes, stirring frequently. Whisk in milk and cook, stirring frequently, until mixture thickens; about 10 minutes.

Stir in cheese until cheese is melted and sauce is smooth. Stir macaroni into sauce; pour macaroni mixture into prepared pan.

Melt remaining tablespoon of butter and toss with popcorn and parsley flakes. Spread popcorn over macaroni and bake 10 minutes.

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