Eureka! That’s Mac & Cheese

Mac and cheese is easy. Make a bechamel sauce, add cheese, stir in the macaroni, dump in a baking dish, cover and cook until bubbly.

Except that it sucks pretty much. It’s okay when you first eat it, but when you reheat it, it’s tasteless, dry and just plain blech.

My husband has eaten (during periods in his life) a ton of mac and cheese. He pretty much could take it or leave it. Okay, honestly, mostly leave it.

Until I found this magic secret from Ms. Carla at The Chew. Add some cream cheese. And don’t bake it. (I guess you could if you wanted.)

And I did that, and added a bit of my own idea, and didn’t add some of hers, and well, I can tell you, my husband declared this to be “the best mac and cheese I’ve ever eaten.”

With Carla’s additions of onions and bacon, this is a main dish. I made it without and used it as a side dish to barbecued ribs. We feasted!


  • 3 Tbsp butter
  • 3 Tbsp flour
  • 1 1/2 – 1 3/4 c warmed milk
  • 2 cups shredded cheese (any combination of cheddar, sharp, medium, jack, pepper jack, Gruyère, etc.)
  • 4 oz cream cheese at room temperature
  • salt and pepper to taste (or any thing you might like such as a bit of chipotle powder or cayenne)
  • 1 c toasted bread crumbs (homemade or not as you choose)
  • 1 c caramelized onions
  • 6-8 slices bacon, cooked, and crumbled
  • 2 c elbow macaroni (or other pasta), cooked and drained


  1. Melt butter in a large sauce pan, add the flour and cook for one minute.
  2. Add the milk and continue heating until it boils and thickens.
  3. Take off the heat, and add the cheeses and stir until melted.
  4. Taste for saltiness, and add any needed salt and as much pepper as you like
  5. Add the cooked macaroni, and stir until combined.
  6. Add onions and bacon if using.
  7. Spoon into a serving dish and place a nice coating of bread crumbs over. Serve.

Serves: about 6 as a side, less if it’s the main dish obviously.