Panty Droppin’ Mac N’ Cheese

When Michael and I were just friends, he used to brag about this amazing Mac n’ Cheese recipe that he made when he was trying to impress a lady. I scoffed at it because while mac n’ cheese is pretty amazing, I couldn’t imagine it would make me fall for a guy because it was so good. 😉 When we started dating he made it for me. Michael is kind of a goof and tries to offend as many people as possible (hence the name of the Mac n’ Cheese). Lucky for him it takes a lot to offend me!

In an effort of keep this post PG-13 Rated, I won’t talk about my panties but I WILL say that I was convinced. The Mac n’ Cheese is literally to die for. Whenever we make it for friends or family they moan in bliss with every bite.

I think one thing that makes this recipe so dang delicious is the Gruyere cheese. I hate to admit it, but I was strictly a Blue Box Girl for years. Especially in my single days! I wasn’t really adventurous when it came to cooking, or trying new recipes. But dang, Martha knows her stuff!

Sunday night when we got home from Hood River and were done with house chores, Michael made the dish. It had been months since we made it. I opened a new bottle of Chardonnay that we got this weekend.

The only thing we’ve done differently with this perfected recipe is adding sliced bratwursts to it. We don’t always add sausage to it, but it is a delicious addition and I was extra hungry after our bike ride. I bought the spicy bratwursts this time and it made the mac n’ cheese extra spicy.

Be Warned: This recipe is NOT diet friendly. But it’s a nice splurge a few times a year. We make it probably 3 or 4 times a year–usually in the winter time or for potlucks (and family parties). According to the Recipe Analyzer, this recipe is around 600 calories a serving.

Sunday night Michael made a half batch (thank goodness!) so 6 servings instead of 12.

Michael’s Panty Droppin’ Mac n’ Cheese


Serves 12

  • 8 tablespoons (1 stick) unsalted butter, plus more for dish
  • 6 slices good white bread, crusts removed, torn into 1/4- to 1/2-inch pieces
  • 5 1/2 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons salt
  • 1/4 teaspoon freshly grated nutmeg
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper, or to taste
  • 4 1/2 cups grated sharp white cheddar cheese (about 18 ounces)
  • 2 cups grated Gruyere cheese (about 8 ounces) or 1 1/4 cups grated Pecorino Romano cheese (about 5 ounces)
  • 1 pound elbow macaroni


  1. Heat oven to 375 degrees. Butter a 3-quart casserole dish; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour butter into bowl with bread, and toss. Set breadcrumbs aside.
  2. In a medium saucepan set over medium heat, heat milk. Melt remaining 6 tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.
  3. While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.
  4. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyere or 1 cup Pecorino Romano; set cheese sauce aside.
  5. Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer’s directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water, and drain well. Stir macaroni into the reserved cheese sauce
  6. Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and breadcrumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

From Martha Stewart Living, January 2001

The other thing that’s awesome about this recipe is the crusty yumminess of the bread squares on top of the casserole.

Doesn’t it look amazing?  If I could somehow feed all my readers my favorite recipe it would be this one. You know you want a bite. 🙂

I enjoyed my dinner and we finally got to relax and catch up a little on TV.

For dessert I had some fresh strawberries and a few pieces of chocolate. It was a great way to end a wonderful weekend.

We have leftovers for dinner later this week. I probably won’t add the sausage to the leftovers. This recipe is so popular that people request it now. Michael’s office Christmas party is a potluck each year and Michael is basically ordered to make it. 🙂 My family also requests the mac n’ cheese!

QUESTION: Do you have a recipe that’s your Go-To-Recipe when trying to impress people? What is it?

Trying New Exercises: Plie Squat

Monday I felt extra tight in my calves, legs and ankles. I have no idea why…it started on Sunday after my swim. If I ventured a guess I’d say it was from sitting in a car all weekend driving back and forth to Seattle.

Needless to say, I was not sure what kind of workout I’d get Monday after work. Luckily I seemed to have less pain and discomfort when I was running than just walking around! Weird.

This week marks the first time trying to run more than 2 miles on the treadmill. The Return to Running Plan has been veerrrrrrrry slow. As a quick recap for new readers:

  • Labor Day weekend I ran 4 miles as a recovery run to Hood to Coast and realized I was injured.
  • A week later I was diagnosed with Over-use of my IT Band.
  • I haven’t run for real since September. 🙁

So there ya have it. The last 4 months in a nutshell. I’ve been following the doctor’s orders and not increasing my mileage more than 10% each week. Of course there were lots of setbacks: flu, a cold, several new injuries…Sigh.

I’m much more comfortable at a faster pace on the treadmill–even though it’s still pretty slow. I increased my mileage last night to 2.20 miles with NO incident! Awesome!

After my run I lifted weights and then moved on to some new moves!

A few weeks ago I asked Susan from The Great Balancing Act for exercises to prevent running injuries. She referred me to one of her posts. She has lots of good exercises for runners. A few of them I already do. Last night I decided to try the PLIE SQUAT.

The benefit of the Plie Squat is that it works your inner thighs–a must for runners. Especially runners with IT Band issues like me. It will strengthen my inner thighs and hopefully prevent further issues.

  1. Stand with your feet wide apart in a wide stance.
  2. Your knees should line up with your toes.
  3. There should be no pain or discomfort, so if there is STOP. Maybe you’re too far apart or not aligned correctly. I recommend doing it front of a mirror to watch form.
  4. Hold the free weight in any amount you are comfortable with.
  5. Bend your knees down in a squat, lowering the weight.
  6. Keep your back straight and suck in your abs for support.
  7. Push back up. Repeat.

Here’s what I did last night:

  • 10 squats with 8 pounds
  • 10 squats with 10 pounds
  • 10 squats with 12 pounds
  • 10 squats with 15 pounds

In the future I will stick with the 15+ pound weight for this move. This morning I woke up and felt the soreness on my inner thighs! IT WORKS! It feels great, too.

Gym Stats:

Time: 1:23

Calories: 580

When I got home Michael was making his famous Mac n’ Cheese.

He was making a batch for his work Christmas party and made a little extra for us to have for dinner. Yum!

The bread on top got a tad crispy but it still tasted great.

Michael cooked some bratwursts and chopped them up, adding the sausage to the mac n’ cheese. It was good and I needed the extra protein after my workout (plus I was starving) but the sausage had fennel in it and I dislike fennel a lot.

We also watched the finale of Dexter. It was good!

QUESTION: What did you think of the Dexter finale?

I also got a handmade Christmas card in the mail from a friend!

Inside she wrote with calligraphy! It was very cool and I love handmade cards. I used to make handmade cards every year. I’d spend hours watching movies and making cards. Then I realized I have no time. Maybe next year I’ll start early so I can send handmade cards again.

QUESTION: Have you ever tried Plie Squats? And are you a handmade card person?