Total Time
1hr 15mins
Prep 15 mins
Cook 1 hr

I got this recipe from my friend, JoAnne. It is the BEST macaroni and cheese dish I have ever eaten and is pretty simple to make. Try it at your next pot luck. I guarantee people will be asking you for the recipe... I did step by step instructions & photos on my blog for anyone wanting additional help:

Ingredients Nutrition


  1. Start by cooking 1 pound of elbow macaroni until "el dente", drain & set aside.
  2. Cut the crust off of white bread (set crusts aside for later) and line a very large baking dish with them. (I ended up needing one large 9x13 pan and another 8x8 pan to fit it all).
  3. Melt 8 Tablespoons of butter in Microwave then brush all over the bread. (YES this is one entire cube of butter.).
  4. Take the crusts & spread on a cookie sheet & put into a 200 degree oven until nice & dry. I deviated from JoAnne's recipe here and sprinked the crusts with a bit of Garlic Powder.
  5. Put 5 1/2 cups of WHOLE milk into your pot and don't try to make it with skim milk. You just got done brushing all the bread with one cube of butter. Don't you think skim milk is pointless by now? (Also, make the pot a large one).
  6. On a lower heat setting warm the milk a bit then slowly add 1/2 cup flour as you whisk to prevent lumping (you can also use another thickening agent like corn starch etc).
  7. Add 1/4 tsp White Pepper (you can use regular black pepper if you don't have white), 1/4 tsp Cayanne Pepper & 1/4 tsp Nutmeg.
  8. To the milk, flour, spice mixture you add 4 1/2 cups of White Cheddar (I used Tilamook Vintage White). Now I didn't want to shred it all so here was my conversion -- 8 oz to a cup -- so basically I just cubed up an entire two pound block of it and put it into the pot. I could be totally off but it turned out great anyway.
  9. Add 1 cup Swiss & 1 Cup Romano.
  10. Keep stirring over low to medium heat until the cheese is melted & everything is mixed creamy together.
  11. When it's all mixed and creamy mix in your elbow macaroni.
  12. Pour the mixture into the white bread lined baking dish (or dishes).
  13. Crumble up your dried out bread crusts to make coarse bread crumbs.
  14. Sprinkle breadcrumbs over the macaroni mixture.
  15. Put pans into a 350 degree oven for 30 to 45 minutes until bubbly & browned on top.