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No Brainer Mac and Cheese

no brainer macaroni and cheese

I didn't steal this from Barilla, I just took it and expanded on it and made my own tweaks that allow my family to eat their pasta and veggies at once. It takes the gourmet of oven-baked mac and cheese dishes and puts it on the table in under 30 minutes.

  • Duration
  • Cook Time
  • Prep Time
  • 8Servings


  • 1/2 cup butter
  • 2 cups onion, chopped
  • 1/4 cup flour
  • 1/2 teaspoon ground nutmeg 
  • 2 teaspoons salt
  • 6 cups milk
  • 1 package (16-ounce) elbow macaroni, uncooked
  • 3 cups shredded cheddar cheese 
  • 4 cups cooked broccoli florets, optional
  • 2 (14-ounce) cans stewed tomatoes, optional
  • 2-4 cups frozen peas thawed, optional
  • 1-3 tablespoons chipotles in adobo, adjust for heat preference, optional


1. Melt butter in a pasta cooking pot. Add onions and saute until golden. Add flour and salt. Cook until flour is slightly brown. 

2. Add milk, stirring to thoroughly mix, releasing any lumps with a whisk. 

3. Add uncooked elbows. Cover and simmer gently for 8 minutes, stirring occasionally. 

4. Remove from heat and add cheese and other optional ingredients if desired. Stir and eat.


  * Change up the cheese flavor to include sharp cheeses like blue cheese, fontina, parmesan, etc.  

  For the hot tamale in some of us, try adding chopped chipotle chiles in adobo sauce! Use between 1 and 3 T. chipotle in adobo. Divide the finished product into two dishes. The chipotles get added to one dish and leave the other dish as is for the "kids".  

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