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Southern Baked Macaroni and Cheese — The Night Before the First Game

First game of Clay's senior season is Friday. Bryan Station versus Woodford County. Non-conference opener. The electricity in this house is palpable — Clay is vibrating at a frequency that only dogs and anxious fathers can detect. He hasn't spoken a complete sentence since Monday. He communicates in grunts, nods, and the occasional "I'm fine" which means he's anything but fine, he's nervous in the way that only athletes are nervous, where the body knows what to do but the brain is running scenarios at three AM.

I know that feeling. Not from football — from the mines. The night before a new section opened, when you knew you were going into unfamiliar rock, untested supports, air that might or might not be breathable. The body knew the work. The brain knew the danger. And the gap between the body and the brain was where the fear lived. Clay's fear is smaller and less lethal than mine was, but fear is fear, and it doesn't calibrate by context. It's always the same size inside.

To calm both of us, I made comfort food: macaroni and cheese. Not from a box — from scratch. I know I've talked about Betty's recipes mostly, but this one is actually Betty-adjacent: it's a Southern baked mac and cheese that Betty made for potlucks and which I've modified slightly because some traditions deserve evolution.

Cook a pound of elbow macaroni until just under done — al dente, because it's going in the oven and will cook more. In a saucepan, make a roux: three tablespoons of butter, three tablespoons of flour. Cook the roux for two minutes. Add three cups of whole milk, slowly, whisking constantly. Cook until thick — a proper béchamel. Off the heat, stir in two cups of sharp cheddar (shredded yourself, not the pre-shredded kind that has anti-caking agents and no soul), one cup of Velveeta (I know — Betty used Velveeta too, and it melts like nothing else), salt, pepper, a pinch of dry mustard, a pinch of cayenne. Stir until melted and smooth. Combine with the pasta. Pour into a buttered baking dish. Top with more shredded cheddar and a sprinkle of paprika. Bake at 375 for thirty minutes until bubbly and golden on top.

Clay ate two bowls. Two. His pre-game meal was two bowls of macaroni and cheese and three glasses of milk, which is not what any nutritionist would recommend and which is exactly what a nervous seventeen-year-old needs: dense, warm, familiar food that sits in your stomach like a hug from the inside and says "You're going to be fine." He went to bed at nine. I went to bed at nine. Neither of us slept. Both of us pretended to.

So here’s the recipe, written down proper this time — because when your kid is shaking with nerves and the only thing you know how to do is feed him, you want to get it right. This is the mac and cheese that got Clay through that Friday night, two bowls deep with three glasses of milk, and it’ll get your people through whatever they’re facing too. Betty would approve, Velveeta and all.

Southern Baked Macaroni and Cheese

Prep Time: 20 minutes | Cook Time: 40 minutes | Total Time: 1 hour | Servings: 8

Ingredients

  • 1 pound elbow macaroni
  • 3 tablespoons unsalted butter, plus extra for greasing the dish
  • 3 tablespoons all-purpose flour
  • 3 cups whole milk
  • 2 cups sharp cheddar cheese, freshly shredded (plus 1/2 cup for topping)
  • 1 cup Velveeta, cubed
  • 1/2 teaspoon salt
  • 1/4 teaspoon black pepper
  • 1/4 teaspoon dry mustard
  • 1/8 teaspoon cayenne pepper
  • 1/2 teaspoon paprika, for topping

Instructions

  1. Cook the pasta. Bring a large pot of salted water to a boil. Cook the elbow macaroni one minute short of the package directions — you want it al dente, since it will continue cooking in the oven. Drain and set aside.
  2. Make the roux. In a large saucepan over medium heat, melt 3 tablespoons of butter. Add the flour and whisk constantly for 2 minutes until the mixture is smooth and lightly golden.
  3. Build the béchamel. Slowly pour in the whole milk, a little at a time, whisking constantly to prevent lumps. Continue cooking and stirring until the sauce thickens enough to coat the back of a spoon, about 5 to 7 minutes.
  4. Melt in the cheese. Remove the saucepan from the heat. Stir in the 2 cups of sharp cheddar and the cubed Velveeta until completely melted and smooth. Season with salt, pepper, dry mustard, and cayenne. Stir to combine.
  5. Combine and transfer. Add the cooked pasta to the cheese sauce and stir until every piece is coated. Pour the mixture into a buttered 9x13 baking dish.
  6. Top and bake. Scatter the remaining 1/2 cup of shredded cheddar over the top and sprinkle with paprika. Bake at 375°F for 30 minutes, until bubbly around the edges and golden on top.
  7. Rest and serve. Let the mac and cheese cool for 5 minutes before serving. It will thicken slightly as it rests.

Nutrition (per serving)

Calories: 420 | Protein: 19g | Fat: 20g | Carbs: 41g | Fiber: 2g | Sodium: 580mg

Craig Hensley
About the cook who shared this
Craig Hensley
Week 74 of Craig’s 30-year story · Lexington, Kentucky
Craig is a retired coal miner from Harlan County, Kentucky — a man who spent twenty years underground and seventeen hours trapped in a collapsed tunnel before he was twenty-four. He moved his family to Lexington when the mine closed, learned to cook his mama Betty's Appalachian recipes from memory because she never wrote them down, and now he's trying to get them on paper before they're lost. He says "reckon" and "fixing to" and means both. His bourbon-glazed ribs are, according to his wife Connie, "acceptable" — which is the highest praise she gives.

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