An American Classic, Sans Box: Macaroni and Cheese

As I admitted in my recent post, “True Kitchen Confessions,” I will, now and again, use packaged convenience foods when I need to whip up a super-quick snack or meal.

And I will resort, now and again, to the boxed macaroni and cheese, though never Kraft, and not often–and–in my defense, I never do it without adding shredded up real cheese to the sauce.

Which, of course, begs the question of why I bother with the boxed stuff in the first place?

The truth is, I resort to it so I can avoid making a bechamel sauce.

Bechamel. The very name of it makes me shudder.

My mother used to use bechamel (though she never used the French name–that would be too fancy–it was just “white sauce”) to make scalloped potatoes and potatoes au gratin, and potato soup and chipped beef on toast–and to be honest, I never liked it. There was something just so damned cloying about it–it was like warm clotty milk on my tongue. She never really flavored it beyond salt and pepper, which was likely the reason I disliked it; any child whose preferred teething food was raw scallions is not apt to like a flavorless milky sauce.

So, I started off on the wrong foot when it came to bechamel, one of the six great “mother sauces” of the French tradition, the sauce from whence comes the sauces mornay, soubise, cardinal and nantua. (The six leading, or “mother” sauces of French cuisine are the basic building-blocks of a sauce repretoire; from each of these simple sauces, many other sauces are derived by the addition of other ingredients; these sauces are sauce espagnole, demi-glace, tomato sauce, bechamel, veloute, and hollandaise.)

I continued my adversarial relationship with bechamel when I attended culinary school. There, in my stocks and sauces class, I discovered that I not only disliked the flavor and texture of bechamel, but that it was my mortal enemy.

When I went into the class, I could make mayonnaise by hand with my eyes closed. I could make tomato sauce without breaking a sweat and I knew the names and compositions of all of the mother sauces and feared neither veloute nor hollandaise. But when it came to making the humble bechamel, I stumbled, much to the amazement of my beloved Chef Aukstolis and the rest of the class.

It came about because I followed the recipe, instead of my instinct, again. The recipe instructed me to “temper” some of the warm milk into the roux, and then mix that into the simmering milk, and whisk until combined and thickened.

Now, my way of thickening a cream soup (I still avoided bechamel at all costs, mind you–but a cream soup is much the same idea), involved bringing the soup to a bare boil, and making the roux fresh and having it at a boil as well, and then dumping the roux in and whisking like mad. I never got lumps that way (except for the bits of potato or broccoli that were supposed to be giving the soup texture) and it was fast.

Well, the recipe was assuming that either my roux would be cool or my milk. But neither were–they were both bubbling away happily. So, when I went against my instinct, and ladled hot milk into the hot roux, it made a godawful weird mess. When I then mixed this mess into the boiling milk, it made lumps that no amount of whisking would break apart. Chef Aukstolis stood at my elbow and shook his head. “What is that?” he bellowed.

“Lumpy bechamel,” I answered heartily, though I wanted to crawl away and die.

“Bechamel is not lumpy,” he declared. “Strain it through a chinoise mousseline and start over.”

My shoulders slumped, and I spent another hour straining and scraping, then cleaning the chinoise, and then making another bechamel under the hawk’s eyes of my chef. And once again, he told me to follow the instructions–which I did–and once more, made an unholy mess.

He snorted. People were watching me–the woman who could whisk up hollandaise perfectly every time without breaking a sweat, the woman who had, in her previous class, made forty small souffle by hand, and who had argued with her chef about how to fry okra–and not only survived, but was proven -right- here she was, falling down with bechamel on her face, while everyone else was making gallon after gallon of the stultifying bland sauce.

“What is wrong with you?!” Aukstolis growled.

“Bechamel hates me, and I hate it,” I answered with a catch in my throat, as I scurried away to scour pots, something that I knew I could do without making an utter failure of myself. Besides, if I started crying, the tears wouldn’t hurt the dishwater.

Chef Aukstolis was my favorite chef, even if he did assign bechamel to me for my practical final for the class. When he told me, I deflated and everyone in the class giggled. But, I squared my shoulders, and, following the instructions to “temper” the milk and roux, I once again made milk soup with lumpy goo dumplings. Chef Aukstolis watched me, shaking his head. He saw me strain it, and when he tasted it, he said, “There are supposed to be no lumps in bechamel.”

“I know,” I murmurred meekly, bowing my head in defeat.

He snorted, and turned away, and I slumped off, my practical done. Since I couldn’t help anyone else, I slunk back over to the dish sink and started scrubbing. If I’d a tail, it would have been drooping between my legs.

I tried really hard not to sniffle.

Fifteen minutes later, Aukstolis was bellowing for me and had a gallon of milk in his hand. He shoved it at me, and shoved me (gently) to the stove. “I just got a call from the French kitchen upstairs. They are about to serve in fifteen minutes and the bechamel got scorched. They need a gallon, right now! Go!”

I melted the butter in record time and brought the milk to a boil. I whisked in the flour and brought the roux blonde to a brisk bubble and ignored the injunction to “temper” the two, and dumped the pot of roux into the pot of milk. I whisked like mad, my heart racing, as I stared at the clock.

Aukstolis growled from the door. “You have two minutes, Fisher, to save the French kitchen!”

I nodded, and kept my mind on the whisking, and prayed to Saint Escoffier to guide my hands, and watched as the milk thickened into a a smooth, velvety sauce.

I nearly wept with joy.

I poured the sauce into a cambro (a brand of plastic container used for storage in the restaurant industry), and ran up to Aukstolis. “Where do I take it?” I asked.

He whipped a virgin tasting spoon from behind his back and tasted it. His eyes lit up and he smiled, like the dawn breaking over a great mountain, and squeezed my shoulder in his ham-sized hand. “You did it, kid. I knew you could. Congratulations. You got an A on your practical.”

I blinked. “You mean?”

He nodded. “I knew that if you believed that someone really needed the sauce right now, you would not let them down. I knew you could do it–you just had a block in your mind against bechamel.”

Chef Aukstolis should have been a shrink. He played upon my “Big Damned Hero” complex and got me to make bechamel sauce–in less than fifteen minutes, from start to finish.

I looked dumbly at the sauce in my hands, while the rest of the class broke out into applause. “So, I don’t have to run this up to Chef Deitrich?”

Aukstolis shook his head. “No, but you can if you want to. I bet he can use it for something today–let someone else scrub those pots for a while. You’ve earned a five minute break.”

So, off I scurried, my heart flying ahead of my feet. When I reported to Chef Deitrich, he took the bechamel with good grace, tasted it and nodded. “I see you finally succeeded.” (Yes, the chefs gossiped all the time about the students) He patted my shoulder. “Good girl, now, run along. I will put this to good use.”

I felt as if I had conquered a nation, when in truth, all I had done was make a gallon of white sauce.

So, now and again, when I don’t feel like making roux and boiling milk, I will use Annies Organic Macaroni and Cheese stuff, but to me, that isn’t really proper macaroni and cheese. It is a pale substitute for the real thing, which must contain bechamel, and come out of an oven, bubbling, with crispy browned edges of piping hot melty cheese. It must contain at least three cheeses, though as far as I am concerned, you can add up to five different kinds and not jump the shark on this dish. And it should have a bit of heavy cream, you know, just because it makes it better.

I also add other stuff, like herbs, garlic, chiles, spices and sometimes some shreds of bacon or ham, because well, there just isn’t enough fat in the dish to start out with. But, as I usually eat it in small portions with a huge salad for dinner, I don’t feel too bad about the richness of it all.

To me–that is really what macaroni and cheese is all about–a homey, comforting casserole that is all about ooey-gooey cheesy richness that should make your arteries clog just looking at it. It is a special every-now-and-then sort of treat, and the only boxes required is the one that the pasta comes in and the box grater that I use to shred the cheese, otherwise known as “the knucklebuster.”

I don’t really have a recipe for real macaroni and cheese, because I have never used a recipe to make it. I just haul off and make it with what is on hand and in whatever amount goes with the number of diners who will be consuming it. But, even though there isn’t a recipe, I can tell you how it goes, just so you can try to make it, too.

First, melt a tiny bit of butter in a saucepan large enough to make however much bechamel you will need to moisten your pasta. Meanwhile, start your pasta water boiling, and pick your pasta shape. I like penne myself, or medium sized shells.

In that melted butter, saute a bit of minced up garlic, shallot, diced onion, minced chipotle, minced sundried tomato, roasted red pepper, or whatever flavoring you want to add to the dish. Saute them to the desired degree of doneness. Add the same amount of milk as you want bechamel, and bring to a simmer. In a small frying pan, make roux. This is accomplished by melting butter and adding an equal to slightly larger amount of flour, and cooking, stirring constantly until the flour stops smelling raw–about three minutes.

Bring your milk to a boil, and while your roux is still bubbling, whisk it in, and keep whisking until your milk turns into a thick, rich bechamel sauce. Add a dollup of heavy cream, and a suirt of dijon mustard if you want and keep warm.

Grate up at least three kinds of cheese. I like to use a nice white aged New York or Vermont cheddar–very sharp–along with either edam or gouda, and some parmesan. Not the green can stuff–but you don’t have to use the real Italian stuff, either–just use some domestic parmesan that comes cut in a wedge. If you want to add more cheeses, be my guest, have fun and go wild–havarti is nice, as is jarlsburg.

How much cheese? Well, that depends on how much bechamel and how much pasta. By the way, start cooking that pasta. Raw pasta makes really awful macaroni and cheese. And heat up your oven to 375 degrees.

So, what to do with the cheese? Remember that warm bechamel? Well, stir in about half of your cheese gradually, stirring constantly until it melts. Congratulations, you now have mornay sauce. Isn’t that fancy? Keep it warm. (You can enrich it with sherry and some minced fresh herbs, but some would say that is gilding the lily and less is more. I say, more is more.)

Now, your add ins–you can add slivers of cold cooked ham, crumbles of cooked bacon, sauteed mushrooms, barely blanched fresh broccoli–that is really good, btw, fresh tomato slices–use your imagination. Have them ready, or just make it plain. Plain is also good, but remember–too much is always better than not enough.

Your pasta is cooked, so drain it. Don’t overcook it–baked pasta dishes with already soggy pasta are depressing. You aren’t cooking for your toothless Great Uncle Martin are you? No–well, then you want your pasta to have a bit of tooth to it.

Take your baking dish and spray it with canola oil spray or some such to keep the stuff from sticking. Cover the bottom with a thin layer of mornay sauce and sprinkle in a good layer of pasta. Sprinkle in any add-ins and a little layer of the un-melted cheese, then pour on the mornay. Continue this layering business until you end up with mornay, and a good heavy layer of cheese on top. Parmesan on top will give a nice crispy crusty bit that is just delightful.

Slap that casserole in the oven, and let it bake for about twenty to thirty-five minutes, or until it is bubbly-hot, and browned on the edges and in places on the top. In the last five minutes of baking, you can add a sprinkle of some freshly minced herbs such as chervil, thyme, chives or parsley, but you don’t have to.


Even though it contains the dreaded bechamel, real macaroni and cheese is simple.

You don’t need that box. Throw it out–step up to the plate–and make something really, really good for supper.


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  1. Lovely storytelling!

    Comment by AK — November 7, 2005 #

  2. Thanks, Alanna! That was a true story–of all things for me to fall on my face over in culinary school, it would have to be the lowly white sauce.

    I told my Mom that story she nearly died laughing. “But you had to make white sauce for your cooking badge in Girl Scouts! You know how to make it! How the hell did you screw that up?”

    Yeah, well. I am talented, apparently. 😉

    Comment by Barbara Fisher — November 7, 2005 #

  3. Although I do not have your aversion to bechamel I must say that I hate making it because it’s so boooring! A rather boring taste as the result of a boring twenty minutes or whatever it takes of stirring! I do agree that it is really good in many dishes, like lasagne etc. but if I can escape it I do… running!
    I love the story and how we block ourselves from doing really simple things!!

    Comment by Ilva-Lucullian delights — November 8, 2005 #

  4. Yum, yum!
    Here there’s no mac n’cheese – need to find a new comfort food to enjoy…

    Comment by Hadar — November 8, 2005 #

  5. Hello, Ilva–welcome!

    It is boring, isn’t it? Now, I never make really true, standard bechamel–I add too many flavoring ingredients to it–what I make would be called a “derivitative of bechamel.”

    Eh. At least mine has flavor!

    Hadar–so long as there is pasta, cheese and milk in Israel, you can have macaroni and cheese.

    If you want, I would be glad to write up a recipe just for you that you and Chad could make that would be a lovely comfort supper for you both.

    Comment by Barbara Fisher — November 8, 2005 #

  6. Barb,

    are you stretching the truth a bit

    Comment by john aukstolis — October 23, 2006 #

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