Make Ahead · Pasta · Recipes · Sides · Vegan/Vegetarian

Mac and Cheese With Buttery Goldfish Crust {Vegetarian}

I was at a friend’s house of mine a few nights ago enjoying an evening of fine conversation (and strong wine) when we started to get hungry.  Us ladies searched the pantry for scrumptious treats when she kindly suggested preparing a box of mac and cheese.  I looked at her, wide-eyed in disbelief, as if she had just told a child that Santa doesn’t really exist.

“Blasphemy!” I yelped and rambunctiously explained to her how powdered cheese doesn’t do a noodle justice. It should be banned from the United States for posing as a cheese, heck, all American cheeses should be banned from the cheese section  … but I digress.  I continued my snobbish manifesto until the crooked look on her face made me realize how absurd I was being (I get a little passionate when it comes to mac and cheese, sue me).

Instead of telling her, I decided to show her.  It is so easy to make real deal mac and cheese, you may never make boxed mac and cheese again.  Once you get the hang of things, you can add other ingredients and play with the concept a bit.

This recipe is adapted from Alton Brown’s Mac and Cheese recipe. 

Baked Mac and Cheese With Buttery Goldfish Crust

Rating: 51

Prep Time: 30 minutes

Cook Time: 30 minutes

Total Time: 1 hour

Yields: 6-8 Servings

Baked Mac and Cheese With Buttery Goldfish Crust


  • 1/2 pound pasta (elbow macaroni, spirals, ziti... your choice)
  • 3 tablespoons unsalted butter
  • 4 tablespoons flour
  • 1 tablespoon powdered mustard
  • 3 cups milk
  • 1/2 cup yellow onion, finely diced
  • 1 bay leaf
  • 1/2 teaspoon paprika
  • 1/2 teaspoon cayenne pepper
  • 1 large egg
  • 6-ounces sharp cheddar cheese, shredded
  • 3-ounces gruyere cheese, shredded
  • 3-ounces colby-jack cheese, shredded
  • salt and pepper
  • Topping:
  • 3 tablespoons butter
  • 1 cup crushed Goldfish Cheddar Crackers or Cheez-It Crackers (or both!)


  1. Preheat oven to 350 degrees F. In a large pot of boiled, salted water, cook the pasta to al dente. While the pasta is cooking, melt the butter in a separate pot. Whisk in the flour and mustard and keep it moving for about five minutes. Make sure it's free of lumps. Stir in the milk, onion, bay leaf, paprika and cayenne. Simmer for ten minutes and remove the bay leaf.
  2. Temper in the egg. Stir in 3/4 of the cheese. Season with salt and pepper. Fold the cooked pasta into the cheese sauce and pour into a 2-quart casserole dish. Top with remaining cheese.
  3. Melt the butter in a saute pan and toss the crackers to coat. Top the macaroni with the cracker mixture and bake for 30 minutes. Remove from the oven and rest for 5 minutes before serving.

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