Anytime I go to a cook-out, I bring a version of my macaroni and cheese. I have made Italian-style with Mozzarella & Parmesan, prosciutto, and a tomato-green pepper topping…Country-style with Sharp Cheddar, breadcrumbs, and ham, but this is my standard recipe. I have been holding this recipe hostage from my friends for quite some time so you’re welcome guys, now have my secrets. A few weeks back when we were celebrating my friend Mitch’s birthday, I decided to bring my take on Uncle Art’s macaroni and cheese that I previously mentioned.

1 box large shell pasta (I like Barilla whole wheat)
1/3 cup olive oil butter
1/3 cup all purpose flour
Salt and pepper to taste
1 or 1 1/2 teaspoons red pepper flakes
4 cloves garlic, minced
1/2 bunch green onions (sometimes I use 1 Tablespoon minced onions instead)
3 cups of skim milk
8 oz fresh Colby cheese, grated
8 oz fresh Monterrey jack cheese, grated

Homemade bread crumbs:
3-4 slices of whole wheat bread
2 Tablespoons dried rosemary
2 Tablespoons dried basil
2 Tablespoons dried parsley
2 Tablespoons dried oregano
1/4 cup grated Parmesan cheese (not fresh)

Prep time: 30 minutes (includes breadcrumbs making)
Cook time: 30 minutes
Calories: Who cares?
Servings: 10-12 depending on the size of portions people take

Homemade breadcrumbs:
Broil bread on high for about 2-4 minutes each side until nicely crispy and browned. Make sure to watch oven because depending on how hot your broiler gets, the bread can toast quickly. Cool bread.

Tear bread into small pieces and add to food processor. Slowly pulse processor until bread is desired size. I like them a little bigger than store bought breadcrumbs.

Dump bread crumbs into a large Ziploc. Add herbs and Parmesan cheese and shake mixture well.

Mac n Cheese
Preheat oven to 350. Boil pasta in lightly salted water for about 6-8 minutes. Make sure not to overcook and leave a little al dente because the pasta will continue to cook in the oven.

In large saucepan over medium heat, melt butter then add garlic, onions, pepper, salt and red pepper. Blend in flour into thirds so it doesn’t clump, stirring constantly. Gradually stir in milk, 1 cup at a time while constantly stirring and mixture begins to boil. Slowly add cheese and stir until cheese is melted.
In casserole, stir together macaroni and cheese sauce. I put one layer of shells, add half of cheese sauce, add final layer of shells, and top off remaining cheese sauce and stir. Here I taste the sauce to see if it is the amount of heat I want. If I am in a super spicy mood, I add more red pepper (hence the 1 1/2 teaspoon note above).
Bake 20 minutes. Top macaroni and cheese with bread crumbs and cook for remaining 10 minutes.

Food for thought:
-It is important to add garlic and red pepper before flour so the taste (especially the heat) permeates through cheese sauce.
-You will have tons of bread crumbs left over. I put them in the freezer until the next time I have a recipe that calls for bread crumbs.