Over-the-Top Macaroni and Cheese Recipe!

Real Estate Agent with California Lifestyle Realty DRE# 1780607


This recipe makes a large baking casserole, and is perfect for a pot-luck or BBQ.

1 lb. Elbow Macaroni or tubular pasta, cooked al dente 

6 tablespoons butter                                                              

1/2 cup flour

4 cups whole milk, warmed

1 teaspoon mustard, or mustard powder

1 teaspoon salt

1/2 teaspoon pepper

1/2 teaspoon freshly grated nutmeg

Dash of lemon juice

Dash of hot sauce, like Tobasco or Crystal

Dash of Worsestershire sauce

4 Cups grated cheese, cheddar is best

1 Cup of grated Romano or Parmesan



1 Cup of crushed potato chips

5 Slices of crispy bacon crumbled                     

1/2 Cup grated  Romano or  Parmesan

1 Cup of reserved cheddar from above

1/2 Cup chopped fresh parsley

Preheat the oven to 350 degrees and butter a large casserole dish.

Cook the pasta according to directions-- leaving it al dente.

Melt the butter in a large sauce pan and add in the flour.  Whisk for a few minutes and then add the warm milk.  Keep wisking until it begins to thicken and begins to thicken.

Add in the mustard, salt, pepper, hot sauce, worcestshire sauce, lemon juice and nutmeg.  Stir in 3 cups of the cheddar and  and 1 cup of the Romano or Parmesan until the cheese melts.

Add the cooked pasta to the cheese mix and stir-- pour it into the buttered casserole.

Make the topping-- combine the chips, bacon, parsley, cheddar, and Romano or Parmesan.  Sprinkle evenly over the top of the macaroni cheese mixture. 

Bake for 30 minutes-- then remove and cool for 5 minutes before serving. 



Posted by



Kathy Schowe   760.333.8886  

California Lifestyle Realty  California Lifestyle Realty     SchoweProperties.com                                               




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Kevin J. May
Florida Supreme Realty - Hobe Sound, FL
Serving the Treasure & Paradise Coasts of Florida

Oh My Gosh, Kathy, what a scrumptious way to turn the tides on an old favorite.  I just need two things to complete those ingredients.  Yummy!

Jul 23, 2011 05:42 PM #1
Kathy Schowe
California Lifestyle Realty - La Quinta, CA
La Quinta, California 760-333-8886

I made this last night and it was great!  Kathy

Jul 23, 2011 05:49 PM #2
Suesan Jenifer Therriault
JTHIS-Professional Home Inspection Team - Blakeslee, PA
"Inspecting every purchase as if it were my own".

My oldest grandchild turns 13 and the party will be here tomorrow. I have 22 adults coming along with their children. This sounds like a perfect dish for both parents and kids. As it just happens I also have an abundant amount of all the ingredients. 

Jul 23, 2011 06:00 PM #3
Susan Neal
RE/MAX Gold, Fair Oaks - Fair Oaks, CA
Fair Oaks CA & Sacramento Area Real Estate Broker

Hi Kathy - I'll have to try this one.  I always liked macaroni and cheese, but haven't made it for a long time.  This sounds yummy!

Jul 23, 2011 10:39 PM #4
Ron and Alexandra Seigel
ra@napaconsultants.com - Carpinteria, CA
Luxury Real Estate Marketing


Wow, this sounds wonderful, love the potato chips topping. A

Jul 23, 2011 11:22 PM #5
Norma Toering Broker for Palos Verdes and Beach Cities
Charlemagne International Properties - Rancho Palos Verdes, CA
Palos Verdes & Beach Cities Homes in L.A.

Sounds delicious and I'm thinking it would be wise move to plan a few good workouts to burn off the calories after indulging to my heart's content...

Jul 23, 2011 11:47 PM #6
Laura Sargent
Carolina One Real Estate - Mount Pleasant, SC

Such a fun and yummy staple for big and small dinner needs.  I like making dishes that leave a function empty!

Jul 24, 2011 06:25 PM #7
Pamela Cendejas
Second Self Virtual Assistance - Kingman, AZ
Second Self Virtual Assistance (928) 692-3235

Hi Kathy - I love this recipe!  Bacon added to the topping.  Yum!

Jul 25, 2011 12:22 PM #8
Gwen Kelly
Broadmoor Realty, Inc - Long Beach, CA
Long Beach, CA Real Estate

For the vegetarians out there, you might try omitting the bacon and adding Gruyere Cheese for some of the Cheddar...  Just a thought :)

Jul 26, 2011 01:47 AM #9
Robert L. Brown
www.mrbrownsellsgr.com - Grand Rapids, MI
Grand Rapids Real Estate Bellabay Realty, West Michigan

Not a big fan of mac and cheese but if someone makes it for me I would definitely try/eat it.

Jul 27, 2011 12:30 PM #10
Richard Weeks
All Star Home Group - Dallas, TX
Realtor, Associate Broker

Great sounding recipe, and I love the over the top part.  I will give this one a try.

Jul 27, 2011 12:34 PM #11
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Kathy Schowe

La Quinta, California 760-333-8886
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