This Charming Kitchen

The book club ladies came over this week.

We had The Barefoot Contessa's Grown Up Mac & Cheese!

Here's the deal:


  • Vegetable oil
  • Kosher salt
  • 1 pound elbow macaroni or cavatappi (see Note)
  • 1 quart milk
  • 8 tablespoons (1 stick) unsalted butter, divided
  • 1/2 cup all-purpose flour
  • 12 ounces Gruyere cheese, grated (4 cups)
  • 8 ounces extra-sharp cheddar, grated (2 cups)
  • 1/2 teaspoon freshly ground black pepper
  • 1/2 teaspoon grated nutmeg
  • 3/4 pound fresh tomatoes (4 small)
  • 1 1/2 cups fresh white bread crumbs (5 slices, crusts removed)


  • Preheat the oven to 375 degrees F.
  • Drizzle oil into a large pot of boiling salted water. Add the macaroni and cook according to the directions on the package, 6 to 8 minutes. Drain well. (I don't do this.  There are 2 schools of thought concerning oil in pasta and I completely disagree with Ina on this one. FYI.)
  • Meanwhile, heat the milk in a small saucepan, but don't boil it. Melt 6 tablespoons of butter in a large (4-quart) pot and add the flour. Cook over low heat for 2 minutes, stirring with a whisk. While whisking, add the hot milk and cook for a minute or two more, until thickened and smooth. Off the heat, add the Gruyere, cheddar, 1 tablespoon salt, pepper, and nutmeg. Add the cooked macaroni and stir well. Pour into a 3-quart baking dish.
  • Slice the tomatoes and arrange on top. Melt the remaining 2 tablespoons of butter, combine them with the fresh bread crumbs, and sprinkle on the top. Bake for 30 to 35 minutes, or until the sauce is bubbly and the macaroni is browned on the top.
Note: To make ahead, put the macaroni and cheese in the baking dish, cover, and refrigerate until ready to bake. Put the tomatoes and bread crumbs on top and bake for about 40 to 50 minutes.

This was really easy to make and I assembled it the night before so all I had to do was bake it before the ladies arrived.  And they ate it all up!


  1. I am liking this recipe very much. Grown up, you say? I'm printing and taking it home. This is a whole new reason to eat mac n' cheese. It's grown up!

  2. That looks so good that I can hardly stand it. I'll take any leftovers! ;-)

  3. I would give you some, but they cleaned me out!

  4. It's so yummy. I've made it before. Delectable!


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