Manly Mac and Cheese

Manly Mac and CheeseThere’s something about a plate or bowl of baked noodles with cheese. Whether it’s a gourmet lasagna or an impromptu blend of leftover noodles and a soft cheese melted in, for me, it’s qualifies as Comfort Food and deserves respect and appreciation.

Not including friends who are lactose intolerant, I don’t know many people who don’t love macaroni and cheese. I think it’s safe to say that a lot of readers grew up on those little blue boxes of the stuff. My mom used it as a side dish, and I’d make it as a snack. Later, when I was on my own, there were times when a box of mac and cheese plus a can of peas made enough for dinner two nights in a row. By then I’d graduated to shells and white cheddar, but still… a fairly easy way to eat inexpensively while maintaining the semblance of nutrition.

From that combination of mac, cheese and peas grew numerous combinations with which I amused myself while eating on the cheap. I’ll share some of those in future postings. Just for fun, however, I decided to start at the top of my mac and cheese ladder. Or very near to it, anyway.

Getting back to mom for a minute, while she would use the box variety for a quick side dish, there were times when she would go all out and make her own version, which included a sauce painstakingly crafted and lovingly stirred in a double boiler, and Gruyere cheese (spelled e-x-p-e-n-s-i-v-e), all folded into those curly little noodles and baked to perfection.

Now, mom’s version was great, I must say. I gobbled up seconds, even thirds if I could get away with it. I don’t remember a night when there were leftovers. I began experimenting with home-made mac and cheese starting with mom’s recipe – sort of. (I totally ignored the part about a double boiler.) Once I got pretty good at that one, I began to try different things – different spices, different additions. The recipe you’ll find here is one of my favorites, although there are many variations on this theme that I’ll use depending on my mood and what’s in the cabinet that evening.

Manly Mac and CheeseThis qualifies as a Manly Recipe because it has bacon in it. The onion, bell pepper and mushrooms are all good Manly Foods, but when it comes right down to it, if there’s bacon, it’s automatically Manly. Unless the bacon is in a chocolate sundae. Then it’s just dumb. I’m sorry, it just is.

Side Note: I feel sorry for Burger King®, really sorry that they wasted so much money trying that one out. Next time, just sell me about nine or ten slices of bacon on a bun. With mayo. I’ll get the sundae, I promise you. But I’ll eat it after the bacon, OK? Anyway… moving on. Back to mac and cheese.

As I was saying… typing… this recipe is Manly thanks to the bacon, but those who have read or seen The Lord of the Rings or The Hobbit know that hobbits love bacon. And mushrooms. And onions. I’m sure they also love cheese and noodles, too. And garlic. Mushrooms, garlic and onions are probably the Holy Trinity for hobbits. I know they are for me.

So… enough set up, don’t you think? After all this discussion, I’m ready to make this again right now! So let’s have some fun with Manly Mac and Cheese.

Manly Mac and CheeseIngredients:

4 cups dried macaroni or other noodles
6-8 slices bacon (Omit for meatless version, obviously)
1/2 cup finely diced red onion
1/2 cup finely diced red bell pepper
1/2 to 1 cup sauteed  mushrooms
1/2 to whole can of peas (optional)
1/4 cup butter
1/4 cup flour
2-1/2 cups light cream or half and half
1 large egg (at room temperature)
3 rounded teaspoons dry mustard
4 cups grated cheese (see below)
1 teaspoon salt
1/2 teaspoon garlic powder
1 teaspoon finely ground pepper (white or black)
1/2 teaspoon (or more) cayenne pepper
1/2 teaspoon hot paprika
1/4 to 1/2 cup plain bread crumbs (optional)


Gather your ingredients and get everything ready. Measure spices and such now so you don’t have to stop working in order to measure while you’re cooking. This is especially important in this recipe, as you’ll need to keep your whisk moving as you prepare the sauce and the cheese.

Heat large pot of water to boiling. Add a couple of teaspoons of salt. Add macaroni and cook three minutes less than package directions. (See below.)

Drain macaroni and set aside.

While water is boiling and macaroni is cooking, start working on your extra ingredients.

Cut bacon into bite sized pieces, somewhere between a half inch and one inch long. Brown in large frying pan, then drain on paper towels.

While the bacon is frying, move on to preparing the onions, bell pepper and mushrooms. Don’t forget to keep an eye on the bacon as you work. I find it’s best to put my chopping board right next to the stove so all I have to do is glance to the side.

Medium chop the onion – not too big, but not too small, either. You don’t want big fat pieces that overwhelm you, but you don’t want them to disappear. The perfect size is about 1/4 inch or so.

Slice the top and bottom off the red pepper, then cut it in half, top to bottom. Remove seeds and ribs (the white part). Slice into 1/4 inch strips, then chop these strips into 1/4 inch pieces to match the onion.

Wash mushrooms to get rid of any dirt. Don’t skip this step; dirt isn’t Manly, it’s just dirty. Pat the mushrooms dry with paper towels, then slice into 1/4 inch slices.

When bacon is all done to your liking, remove most of the bacon grease, but leave a few tablespoons, along with any little bits stuck to the bottom of the pan. We’ll use that to saute the veggies to get some extra bacon-y taste.

Over medium heat, first saute the onions until just turning transparent. Then throw in the bell pepper and mushrooms, continuing to saute just until the mushrooms begin to release their juice and no longer!

Remove everything from the pan with a slotted spoon and set aside in a bowl.

If you haven’t already done so, measure out the rest of your ingredients.

In a large pot (rinse the one you used for the macaroni – one less pot to wash) melt butter.

Manly Mac and Cheese

Add flour whisking constantly until all of it is incorporated. Cook for five minutes, whisking constantly. Do NOT stop!! If you stop whisking, you risk burning the mixture. (See below.)

Add dry mustard,  salt, garlic powder, pepper, cayenne and paprika, one at a time, stirring to combine each before adding the next spice.

Add cream or half and half and whisk until you’ve got a nice smooth texture. Continue to cook until it’s very thick, approximately five minutes. Yes… keep whisking.

Once your sauce is thick, reduce heat to low, and remove about 1/4 cup sauce.

Beat egg with whisk in small bowl. Man up and beat it hard!

Continue to beat egg as you SLOWLY add the reserved sauce. This is important – do not let your whisk stop. (See below. Again.)

Add egg mixture back into the sauce. Yes, keep whisking. I know. But it will be worth it. Really.

Add cheese to sauce. Whisk until melted. I start with about a cup, and work that in before adding more. I find this works better than dumping it all in at once. Also, while it doesn’t happen often, every great once in a while I won’t use the entire 4 cups of cheese. Weird, I know, but in the interest of full disclosure, I have to let you know and remind you that you can always add more of something, but you can’t take too much back out. So… a little cheese at a time, and let it melt in as you whisk.

Taste sauce and adjust spices if needed. Normally I use very little – if any – salt when cooking. I know lots of people keep a close eye on their salt intake. For this recipe, however, I really think the salt adds to the flavor. Just something to keep in mind, OK?

Add onion, bacon, mushrooms and bell pepper. Stir to combine. Add peas, if using, and fold gently to incorporate.

Variation 1:

Serve immediately. This is the creamy, can’t-wait-any-longer way of doing things. Yes, I’ve done it. And it’s very, very good.

Variation 2:BUT! I prefer…

Pour mac and cheese into butter baking dish.

Top with more grated cheese and bread crumbs (optional).

Bake at 350° for 20-25 minutes or until top is nice and brown and the cheese sauce is all bubbly and happy.

Manly Mac and CheeseNotes:

Choosing Your Cheeses – This is where things get fun. You can change the taste of mac and cheese simply by using different cheese. Obviously, cheddar is a good choice – especially sharp white cheddar. I know a lot of folks who use their favorite cheddar, or a shredded cheddar combination right out of the bag from the store. Gruyere and Swiss cheeses are more traditional in home made recipes and are somewhat milder. You can also use Monterey Jack, Taco blend, or just about any other cheese you want to try. My favorites for this particular recipe are a combination of Gruyere and Swiss, or white cheddar.

Cooking the Macaroni – Even if you don’t bake your macaroni, the noodles will soften somewhat when incorporated into the cheese sauce. That’s why you want them to be firmer than normal.

Manly Mac and Cheese Pasta ShapesBy the way, the other tubular pastas – penne, e.g. – work very well and give the dish a bit of an upscale look. Shells work well, too; I like the medium size. Chances are, however, that I’ll have penne in the house, whereas elbows and shells are a special purchase. Nowadays, you’ll most often see me make this with penne of some size. For more ideas, check out the photo to the left (click to view at full size).

What’s a Roux? – The foundation of the sauce is the butter and flour which, when cooked, is called a roux. The trick to a successful roux is to keep your whisk moving as it cooks. It’s ready when it has a slightly nutty aroma and is light brown. Don’t over cook it; if you do, it’s pretty easy to start over.

Tip: If your roux is lumpy, strain it before continuing with your recipe.

Tempering – In the recipe above, you use 1/4 cup of reserved sauce to “temper” the egg. By slowly incorporating a hot ingredient with the egg, you avoid scrambling it and messing up your recipe. Add the reserved sauce slowly so you don’t cook the egg too quickly.

Manly Mac and CheeseAbout Milk, Cream and Half and Half – I know lots of people like to use skim milk and reduced fat cheese in their recipes. If you’re one of those, please feel free to adapt the recipe. For me, however, the extra richness of whole milk, half and half, and cream are really worth the extra calories. Same goes for “full fat” cheese. I much prefer them, but I don’t want to tell you how to live your life. If you prefer, lighter versions, please feel free to substitute. Just know that, in the case of the cream in this recipe, substituting milk will yield a thinner sauce, so you may have to cook it a bit longer to thicken it up.

As I’ve noted, there are LOTS of variations on the basic mac and cheese theme. And there are many ways you can adapt this particular recipe to your liking. Remember to make notes every time you prepare this, so you can remember what you liked best, and what you might want to change. I’d love to hear what you do with this one, so please do remember to come back and tell me about your experience, OK? And, of course, until next time:

Play with your food!


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About Lane

Lane Baldwin is a an internationally-acclaimed singer, songwriter, author and food lover. He wasn't trained in France, and he doesn't have his own TV show. He just loves to cook, and loves sharing what he's learned over the years. In his "real life," Lane has toured the world, bringing his special brand of Blues-infused Americana to millions of fans. At home he leads a quiet life filled with good books, good food and good friends.