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Real Mac and Cheese with Bobby Flay

Serves 6


3-quart baking dish


Large pot

Large bowl

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  • 1 box Barilla® Medium Shells
  • 4 tbsps unsalted butter plus more for greasing the baking dish
  • 4 tbsps all-purpose flour
  • 4 cups whole milk, heated
  • Kosher salt and freshly ground black pepper
  • 12 slices American Cheese (8 ounces), torn into pieces
  • 1 cup grated Parmigiano Reggiano cheese, divided
  • 1/2 cup panko bread crumbs
  • 3 tbsps olive oil


Preheat oven to 350 degrees. Butter a 3-quart baking dish and set aside.

Bring a large pot of salted water to a boil. Cook the pasta for 6 minutes or until slightly under al dente. The pasta will continue to cook in the oven.

While the pasta is cooking, heat the butter over medium heat in a large saucepan until it begins to bubble but do not let it brown. Whisk in the flour to create a roux for the Bechamel sauce. Cook the flour and butter over low heat for 1 to 2 minutes. Whisk in the hot milk in a steady stream. Keep whisking the warm milk until the sauce is thickened, about 4 to 5 minutes. Remove from the heat, and whisk in the salt and pepper to taste, American cheese and 3/4 cups of the Parmigiano Reggiano until the cheese is completely melted and the sauce is smooth, about 2 minutes.

Drain the pasta and place into a large bowl. Add the cheese sauce to the pasta and stir to combine. Transfer the pasta to the prepared pan. Sprinkle the panko breadcrumbs and reserved 1/4 cup Parmigiano Reggiano over the top. Drizzle with olive oil and bake in the oven for 12 minutes or until the top is well browned and crusty. Let rest 10 minutes before serving.

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