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If you haven’t worked out in the past few um, hours, you might want to hop on the treadmill and get some cardio in before you read the rest of this.  This mac and cheese is really really good..for your soul.

For your butt?  Not so much, unless your boyfriend is Sir Mix-a-lot.


Basil Mac and Cheese

I made this the other day because, as you know, I have massive amounts of basil in my house and am trying not to waste it.  Fresh basil is a hard thing to use in dishes that cook for a long time because the flavor is so delicate, so I decided to infuse the butter and oil at the beginning of the recipe to see if I could get the fresh basil flavor to be really strong throughout the dish even after cooking the heck out of it.  It worked!

Note: If you’re not feeling herbs (the eatin’ kind, not the smokin’ kind) in your mac and cheese, you can leave out the steps involving basil and you’ll have a great plain mac.  Its two in one! 

For this recipe you’ll need:

  • 1/2 stick butter
  • 2 T olive oil
  • 1 clove garlic
  • 1 cup fresh basil leaves (optional)
  • 1/4 cup flour
  • salt and pepper
  • 2 cups milk or half and half
  • 1/4 t cayenne pepper
  • 3 dashes Worcestershire sauce
  • 1 T Dijon mustard
  • 1 1/2 cups EACH grated sharp cheddar and monterrey jack cheeses (3 cups total)
  • Panko bread crumbs
  • 1lb short-cut pasta (style?  that’s up to you)

First, bring a huge pot of water to a boil and SALT THE WATER.  We’ve talked about this.  Once the water boils, drop 1lb of pasta into the water and cook it two minutes less than the package directions.  We’re going to cook the noodles again with the cheese sauce, so when you drain the pasta you want it to be too al dente to eat.  Don’t be afraid.

This is super duper important.  Right before you drain your pasta, reserve some (at least a cup) of the cooking liquid to add to your sauce later on if things get too thick.  I put mine in a weird Asian bowl, but you can really get creative with the container that you use to reserve murky water:



So, your pasta is set.  You can definitely be cooking the pasta while you make the sauce, the point of all that was to tell you to 1. cook some dang pasta and 2. save some of the water.

The end.

Now, lets prep some ingredients:  for your sauce, get a 3-quart or so (don’t stress about this, it just shouldn’t be too small) saucepan and put 1/2 stick butter and 2 tablespoons olive oil in the bottom.  Don’t turn on the pan yet!

Mmm, cold fat.  Let’s make that look a little more appetizing, shall we?  Grab 1 cup loosely packed basil and one clove of garlic, then roughly chop up the basil.

          While you’re hanging out at your cutting board, grab two kinds of cheese:  For this recipe I used Monterrey Jack which is super mild and melty, and sharp cheddar – yum!  Feel free to use any cheese you like, or all of one kind, or something special that you think would be exciting with basil, like mozzarella and goat cheese…whoa.  Grate about 1.5 cups of each kind of cheese and reserve one cup total for later.  See?  Mine’s in a bowl.

Now, peel the garlic clove and mince it finely.   Then, to the COLD pot of fat (that sounds gross, sorry), add half the basil and all of the garlic.

NOW you can turn on this pan.  Turn it to medium.  The idea here is that the garlic and basil heat up with the butter and oil, so they slowly warm and infuse their amazing flavor into everything.  This is the base of our sauce.  Excellent.

Once the butter gets foamy (but isn’t browning), add 1/4 cup flour to the mixture and whisk until smooth for about 2 minutes.   This is a roux!  It will thicken our sauce.

Once you’ve whisked this amazingness for two or three minutes, grab some dairy.  Milk would be ideal here, but I had half and half, so that’s what we’re using.

Continue whisking while you pour about two cups of the dairy of your choice into the roux.  Patiently continue whisking until the mixture comes to a boil and thickens.  While it’s thickening, bless the trinity:

I don’t know what it is, but hints of Dijon mustard, cayenne pepper, and Worcestershire sauce make mac and cheese very very good.  Add a few dashes of Worchestershire, a sprinkle of cayenne, black pepper, and 2 big squirts of Dijon.  Keep whisking!

Eventually, your arm will tire and the whole mess will start to boil and thicken.  Once the milk sauce thickens, add some of the starchy cooking liquid and 2 cups of the grated cheese (reserving one cup) and stir everything together until melted and about the consistency of….mac and cheese?  Lets shoot for the consistency of nearly melted ice cream.  You don’t want it to be too thick or the sauce won’t coat the pasta nicely.  Use that pasta water!


Now that your cheese sauce is done, add it and the pasta to the pasta pot all together, mix it up, then put it in a big baking dish.

Note: when adding the pasta, start by adding 3/4 of the total cooked amount, stir it up, and see how soupy everything is.  If there’s tons of sauce, add more pasta, if not, cook as is and save the rest of the pasta for later.  

I like having lots of sauce – it keeps everything from getting too dry when we back the mac and cheese.  It looks gloppy now, but it’ll cook away considerably in the oven! Once you’ve stirred everything together in the big pot TASTE the stuff and see if you need to add salt – if you’re not sure, add 1/2 teaspoon because salty food tastes better.

 While I was slaving over this deliciousness, I realized I hadn’t heard from Jay in awhile and his dog, Jake, wasn’t begging for cheese.   This is what they were doing.  I got huffy that I’m the only one around here that ever does anything, then realized that no one in the world asked me to make mac and cheese, handled my feelings, and got back in the kitchen where I belong.

You know, because I’m a woman.

But back to the pasta.  Now that it’s in a pretty dish, let’s top it!



First, grab a really wrinkly bag of Panko bread crumbs.  Do you know about these?  They’re big Japanese bread crumbs and they make nice crusts on just about anything.  You can find them on the Asian food aisle of Walmart, or whatever nicer establishment you spend your money in.

Now, to your pasta dish add the reserved chopped basil….

Then a generous handful of Panko, all over the top….

And finally, the last cup of grated cheese that you saved and have managed not to eat.


YUM.  Now, if you’re not serving this right away, cover it tightly with something airtight and stick it in the fridge or freezer, depending on how long you want to keep it.  But, if you’re serving this right away, cover this bad boy with tinfoil and stick in your oven at 375F for 30 minutes.  Then, once it’s bubbling, take off the foil, turn on the broiler, and brown the cheese.


Ahhhhhhhhh.  The basil is crisp but still flavor because of the infused butter and oil, the sauce is creamy and the cheese/panko topping is crispy.  This is well worth the extra 6 hours on the elliptical.  Let me know how it is!