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Bob’s Diner Damn-Good Mac & Cheese

Updated: Nov 26, 2023

One of the most satisfying of all comfort foods... This is such a simple and delicious dish to make. It is so, so bad for your waistline though.

But ... who cares!


  • 1 pound elbow macaroni, shells, or some other small pasta

  • 5 tablespoons unsalted butter

  • 5 tablespoons all-purpose flour

  • 2 1/2 cups whole milk

  • 2 cups grated Cheddar or other melting cheese

  • 1/2 teaspoon salt

  • 1/4 teaspoon mustard powder (for a little zhizh)

  • 1/2 cup panko crumbs


  • Large pot, for cooking the pasta

  • Saucepan

  • Mixing bowl

  • 3-quart baking dish


  • Grease the entire inside of the baking dish with a nice coating of butter. Make sure to butter the sides and not just the bottom. The butter should prevent most of the sticking that can occur when you bake the Mac & Cheese. After you grease it, put it aside until later.

  • Pre-heat the oven to 400°F (If your oven heats up slowly, you might want to make this the first step.)

  • Cook the pasta: Bring a good amount of water to boil in a large pot. I like to add at least a tablespoon of salt to the water to give the pasta more flavor. Cook until the pasta starts to get a little swollen with absorbed water, then drain it and set it aside.

  • Make the Cheesy, Gooey and Delicious Sauce

    • Make the roux: Melt the butter in a saucepan over MEDIUM heat. Slowly sprinkle the flour a little at a time into the melted butter keeping it moving with a whisk until it forms a thick, smooth paste kind of like Mashed Potatoes. Let it cook for a minute or two.

      • Warm the milk: It's OK to use cold milk, but if you warm it for a minute or two in the microwave, it will make the process go a little more quickly. Heat it just enough so that it's warm to the touch. You don't want it too hot.

      • Whisk the milk into the roux: Slowly begin pouring the milk into the roux while whisking. The roux will start out very thin, then it will slowly thicken up into a smooth mixture the consistency of runny Whipped Potatoes, and then finally settle into a sauce... That's right! It is now, officially a sauce known as "White sauce"— Continue whisking as it moves through the stages.

    • Cook the sauce until thickened: Continue cooking the sauce over medium heat until it has noticeably thickened and clings to the whisk, about 5 to 8 minutes. Stir slowly while the sauce thickens, being sure to scrape the bottom of the pan. (If your sauce gets a little too thick, you can pour in a little extra milk to thin it out; no need to warm the extra milk.)

    • Remove the pot from the heat and stir in the cheese: At this point, I recommend switching from a whisk to a spoon. Immediately begin stirring the cheese into the sauce one handful at a time to ensure a smooth sauce. Once the cheese is in there, the "White Sauce" becomes known as a "Mornay Sauce". Stir in the salt and mustard powder.

    • { I was so involved in pouring, sprinkling and stirring that I completely forgot to take pictures of the steps... I'll try to remember to update this post the next time I make Mac & Cheese}

  • Pour the sauce over the pasta: Transfer the cooked pasta either directly to the baking dish or to a big mixing bowl. Pour the sauce over the pasta. Mix it gently until the pasta is entirely coated. (If the saucepan you used to cook the sauce is big enough, you can mix the pasta and sauce in the pan instead.)

  • Smooth the top and Sprinkle the Panko crumbs evenly over top (I like to add some Parmigiano Reggiano or some other different cheese over the top also). I bought some nice Oil Sprayers on, so at this point, when the panko is spread over the mac, I like to spray a light coating of Extra Virgin Olive Oil (EVOO) on the bread crumbs to help brown them to more evenly in the oven.

  • Bake until golden brown and bubbling: Put the dish into the 400° oven and bake until the pasta is bubbly and the top is golden, probably about 10 to 15 minutes. If the pasta becomes bubbly before the top is golden, you can run the dish under the broiler for a minute or two to crisp the topping. Just be careful if you use a Pyrex dish because they are notorious for cracking under the intense heat of a broiler. It starts out looking like this ...

.... and should end up looking something like this.

  • The last step is the most difficult. Try not to eat the whole thing yourself at one sitting. Save some for the rest of the family.


Extra-Rich Topping: For extra-rich, extra-crispy topping, toss the bread crumbs with a few tablespoons of melted butter and mix in some crispy, crushed Bacon before sprinkling it over the pasta.

Thick vs. Thin Cheese Sauce: Some people like their M&C a bit thinner, some like it thick enough to stand a knife up in it. To thicken the sauce, gently continue cooking it a little longer. To make it thinner, cook for less time and/or add an extra splash or two of milk to it.

Use Your Imagination With This (or any) Recipe: Don't be afraid to try some of your own ideas. It's your kitchen and nothing is off limits... I wouldn't rule out adding Ketchup to the Mornay Sauce, but I wouldn't recommend it either! Maybe a couple of splashes of Worcestershire Sauce might be just the thing to make your Mac & Cheese stand out in the crowd...

My one caveat is that you don't go nuts when your cooking for a big party or family gathering,

( Yes... I learned that the hard way) However, you should alway feel free to experiment with whatever ideas sound good to you when you are cooking for yourself, because that's how you get to be a better cook.


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