Brown Butter Gouda Macaroni and Cheese with Garlic Basil Breadcrumbs


Ohhhhh myyyyyy. This was so delicious.I knew I had wanted to make mac’n’cheese but the idea of using brown butter for the sauce totally came on a whim. Right before I was about to add the flour to the butter I could faintly smell that nutty aroma butter gets when you brown it and thought “what the hell?”. I’m really happy I did. The sauce was so delicious I pretty much licked everything clean. Shhhh. Just forget I said that and try out this amazing pasta recipe.


Basil-Garlic Breadcrumbs

2T olive oil

2T garlic

2c fresh breadcrumbs

2 cloves garlic, minced

2T basil, chiffonade

Macaroni and Cheese

1 package shell pasta

4T butter

4T flour

1c heavy cream

1c milk

2c gouda cheese

2c frozen peas (optional)

salt, pepper, garlic powder


Basil-Garlic Breadcrumbs

Melt butter and oil. After it begins to foam, add breadcrumbs and garlic. Sautee for 10 minutes until golden brown, adding the basil 2 minutes before they’re done.

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Macaroni and Cheese

Pre-heat oven to 375°

Cook pasta according to instructions, adding peas if desired at the very end of cooking time (I usually undercook it a little since it will be going in the oven). Drain and add some butter or oil to prevent it from sticking (I found there was no need to rinse with cold water)


On medium heat, melt butter in a saucepan. Cook slowly until the butter begins to turn slightly brown. Remove from heat and whisk in flour to make roux.

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Add cream, milk, salt, pepper and garlic powder. Cook slowly until the mixture begins to thicken (right before boiling) and cook for 2 minutes, stirring constantly.

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Turn heat to low and slowly add the cheese, stirring constantly until melted.


Pour pasta into a buttered 8×8 baking dish. Pour cheese sauce over pasta and mix well. Top with breadcrumbs and cook for 20 minutes.

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