Macaroni and Cheese Casserole

This is my variation on the Alton Brown baked Macaroni and Cheese recipe.  His recipe included sweated onions.  Danielle and I used onion powder.   It was good but the onion flavor was strong so we reduced the powder by half.  This recipe is pretty easy to make and everyone liked it.  


  • 1/2 pound elbow macaroni
  • 3 Tablespoons butter
  • 3 Tablespoons flour
  • 1 Tablespoon powdered mustard
  • 3 cups milk
  • 3/4 teaspoon onion powder or granulated onion
  • 1 1/2 teaspoons Kosher Salt
  • 1 teaspoon black pepper
  • 1 bay leaf
  • 1/2 teaspoon paprika
  • 1 large egg
  • 12 ounces sharp cheddar, shredded

Ingredients (Topping):

  • 3 tablespoons butter
  • 1 cup panko bread crumbs


  1. Preheat oven to 350 degrees
  2. Bring salted water to a boil.
  3. Stir in pasta.
  4. Bring water back to a boil
  5. Boil for 6 minutes.
  6. Strain pasta and rinse with cold water to stop the cooking process.  Set aside.
  7. Melt the butter in a saucepan on medium heat.
  8. Continue cooking until the butter stops bubbling indicating that all the water has boiled out.  (Alternatively, you could use Ghee or clarified butter for this step and avoid the cooking time.)
  9. Mix the flour and mustard in a small bowl.
  10. Whisk the flour and mustard mixture into the melted butter.
  11. Simmer until darkened.  
  12. Mix the milk, onion powder, paprika, salt and pepper in another bowl.  
  13. Stir in the milk, onion powder, and paprika into the butter and flour mixture.  
  14. Add the bay leaf.  
  15. Continue stirring over low-medium heat until the mixture begins to boil and thickens. 
  16. Remove the sauce from the heat. 
  17. Remove the bay leaf from the sauce.  
  18. Beat one egg in a small bowl.  
  19. Whisk in 2 tablespoons of sauce into the egg to “temper” the egg (warm it up without cooking it). 
  20. Slowly whisk the egg mixture into the sauce.
  21. Pour the sauce into a 2 quart casserole dish. (9×13 is 3 quarts. 8×8 is 2.6 quarts. Either will work).
  22. Stir in 3/4 of the cheese.
  23. Fold the macaroni into the mix.
  24. Sprinkle the remaining cheese over the top of the mixture.


  1. Melt the butter in a saute pan or microwave and toss with the bread crumbs to coat.
  2. Top the macaroni with the bread crumbs.


  1. Bake for 30 minutes.
  2. Remove from oven and rest for five minutes before serving.

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