Total Time: 1 hr 5 mins

Prep Time: 20 mins

Bake Time: 45 mins

Yield: 4-6 servings



    • 1 and a half sticks of butter
    • 1/4 cup AP flour
    • 3 cups whole milk
    • 2 cups water
    • 1lb dry macaroni pasta
    • 8 oz. panko bread crumbs
    • 2 cloves garlic, grated or minced very fine
    • 1/2 tsp cayenne pepper
    • 2 Tbsp parsley
    • 8 oz sharp white cheddar, shredded
    • 8 oz creamy Havarti, shredded
    • 8 oz brie cheese, rind peeled off and cubed
    • Salt and pepper to taste
    • Fresh thyme, for garnish



          1. Preheat the oven to 350 degrees
          2. In a large pot, melt 4 tablespoons of butter, when the butter is melted whisk in ¼ cup of flour. Stir constantly for about 2-3 minutes, so the flour cooks a little.
          3. Slowly whisk in 3 cups of milk and 2 cups of water. Add macaroni noodles to the pot.
          4. Bring the pot up to a boil and cook the noodles until al dente, about 8 minutes
          5. While the pasta is cooking, melt the other stick of butter in the microwave, grate the cloves of garlic in using a microplane or zester. Add the cayenne and parsley to the butter, stir and add the butter to the panko bread crumbs. Toss well, leave to the side.
          6. When the pasta is done cooking, add your cheese and stir until its all melted and ooey gooey.
          7. Add macaroni to your 9 x13 pan, top with the bread crumbs
          8. Bake at 350 for about 20 minutes, or until the top is golden. Garnish with thyme and serve immediately, enjoy!


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