Mac &Cheese, Evolved

Move over KD, there’s a new mac & cheese in town!  I love KD, don’t get me wrong.  My aunt makes the best KD, if following instructions on a box “the best” is even a thing.  As a kid, my grandma used to make baked mac & cheese with tomato sauce and cheese.  My favorite part was the crispy, burnt-ish cheese on the edge pieces.  Another delicious mac & cheese that I had the pleasure of enjoying was a breadcrumb topped lobster mac & cheese somewhere in Vegas, made with tiny ditali pasta.  So good.

When I first set out to create my own version, my main requirements were, lots of flavor and a crispy topping.  I loved the idea of using a non-traditional pasta shape like ditali, so I used that in my original version and served it in individual dishes, as opposed to a large 9×13 pan like my grandma used.  People loved this version.  I gave this recipe out a lot (even though people probably received a slightly different version each time, because I never wrote it down).

As time went on, I started getting lazy and would just use any pasta shape, with any cheese we had on hand and any crumb-like topping.  In my laziness, I aborted the individual dishes (because who needs more dishes?) and switched to the 9×13 pan.  Regardless of the shape, pasta tastes like pasta.  The main differences between the original version and this evolved version are the cheeses and the crispy topping.  The original version uses breadcrumbs and panko, while the evolved version uses Corn Flakes.  Both versions are delicious, but I’ll let you try them and be the judge for yourself.

Mac & Cheese

Course Main Course, Side Dish
Cuisine American
Keyword mac & cheese, pasta
Servings 6


  • 2 cups dry macaroni, cooked al dente
  • 1/2 cup real bacon bits
  • shredded mozzarella or cheddar for sprinkling


  • 2 tbsp butter
  • 2 tbsp flour
  • 1 tsp onion powder
  • 1 tsp garlic powder
  • 1 tsp paprika
  • 1 tsp dry mustard
  • 2 cups milk
  • 1 cup Bothwell Extra Old Maple Smoked Cheddar, shredded can be subbed for smoked gouda or aged cheddar
  • 1 cup Mozzarella or cheddar, shredded


  • 3-4 cups Corn Flakes, crushed
  • 1 tsp onion powder
  • 1 tsp garlic powder
  • 1 tsp dill
  • 1/4 cup butter, melted


  1. It’s a good idea to have everything measured out before you start.

  2. First, cook the macaroni to slightly less than al dente.  (The macaroni should still be quite firm.  It will continue to cook as it absorbs the sauce and bakes in the oven.)  

  3. While it’s cooking, mix all the ingredients for the topping, making sure the butter coats all the Corn Flakes, and set aside.

  4. Strain the macaroni and pour directly into the 9x13 pan.  Sprinkle the macaroni with the bacon bits.  

  5. In the same pot that you used for the macaroni, melt the butter and quickly whisk in the flour and spices to absorb all the butter.

  6. Add the milk, whisking constantly until the flour mixture is incorporated. 

  7. Bring to a boil, still whisking constantly, then turn off the heat. 

  8. Add the cheeses and whisk until melted and combined.

  9. Pour the sauce over the macaroni and bacon and stir to coat all the macaroni. 

  10. Sprinkle with cheese, then add the Corn Flake topping and spread it out evenly.

  11. At this point, you can either bake it right away, or put it in the fridge for later.  I don’t recommend freezing this or making it more than a day ahead of time, because it tends to lose its creaminess, the longer it sits in the fridge.  When ready to bake, pre-heat the oven to 350ºF and bake for one hour.

Done and done.

If you want to try the original version, you just have to swap out a few ingredients (see below) and follow the same instructions.

1) Omit the bacon bits and replace with 2 cups broccoli (Toss the broccoli in the pasta water, just before the noodles are done, for maybe a minute or two.  The broccoli will finish cooking when it bakes in the oven)

2) Replace the Bothwell Extra Old Maple Smoked Cheddar with Kraft Four Cheese Italiano blend.

3) Omit the smoked paprika and dry mustard.

4) Replace the Corn Flakes with one cup breadcrumbs and one cup Panko.

Which one do you prefer? Team breadcrumb or team Corn Flake?

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