Mimi’s Mac & Cheese

This is a variation on Mimi’s mac and cheese – she used regular spaghetti instead of macaroni noodles and less cheese.


  • 1 pound long macaroni
  • 2 cups whole milk
  • 4 tablespoons butter
  • 3 tablespoons A/P flour
  • 32 ounces fiesta cheese grated
  • Kosher salt
  • Fresh ground pepper
  • 4 tablespoons softened butter for pan For pan and topping-See Notes


  • Cook noodles according to the package directions, while you make the cheese sauce.
  • Prepare a baking pan by coating the inside with softened butter.

Making the cheese sauce:

  • Warm the milk in the microwave.
  • Melt butter in a saucepan over medium-high heat.
  • Add the A/P flour and whisk constantly until it forms a white roux, about 3 minutes.
  • Remove the pan from the heat and slowly whisk in the warmed milk. Starting with about ¼ cup of milk at a time, thoroughly whisk it to a thick cream sauce before adding another ¼ cup of milk.
  • Repeat this process until about half the milk has been whisked into the roux, then add the remaining milk.
  • Whisk thoroughly and return the saucepan to a medium heat. Bring this to a simmer and whisk constantly until the sauce thickens and can coat the back of a spoon, about 3 minutes.
  • Add kosher salt and pepper to taste, then add about ⅓ of the grated cheddar cheese.
  • Blend this together completely and set aside until the pasta is cooked.
  • Once the noodles are cooked, reserve about ¼ cup of the pasta water, drain the noodles and return them to the pot.
  • Add the cheese sauce and the reserved pasta water to the noodles and mix well.
  • Add one (of 3) layers of noodles to the pan and smooth out.
  • Add a thick layer of grated cheese evenly over the noodles.
  • Repeat 2 more layers. See Notes
  • Place tabs of butter on top of finished pan

To Bake

  • Cover the baking pan with aluminum foil.
  • Bake at 350 degrees F for 20 minutes.
  • Increase the oven temperature to 400 degrees F, remove the aluminum foil and finish baking for 5 to 10 minutes until golden brown on top.
  • Remove the baking pan from the oven and allow it to sit for 5 minutes.

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