Cheese Lovers Winter Mac & Cheese

What exactly is a “winter” mac & cheese?

It’s a mac with some sneaky winter veggies! Specifically brussels sprouts, kale, cauliflower, and shallots.

But most importantly? This ‘ish is CHEESY.

Glistening, luscious, velvety white cheese practically drowns the entire dish in a most amazing, delectable way. And yes you need to make this immediately.

If you couldn’t already tell, this mac isn’t for the faint of heart. There’s lot of fat, tons of calories, loads of carbs, the works. But for a splurgy, Sunday-night special, it’s exactly the kind of cheat-meal you crave. Nay – DESERVE. Because eating salads all week is a special kind of hell. And for those of you with serious guilt issues (where my Catholics at?), relax! I threw veggies in here just for you.

You start by making a homemade cheese sauce, which is a fantastically simple process. Melt some butter in a dutch oven or giant skillet — this batch is HUGE, so literally use the biggest contraption you have — then add sliced shallots and saute until fragrant. Next add flour to create a roux, letting this combo gently bubble for about a minute. Finally add heavy cream, milk, and an obnoxious mountain of shredded white cheese, slowly combining until completely smooth. For the ideal mac, I love a combination of roughly 65% sharp cheese, 35% mild. For this rendition I used white cheddar and parmesan for my sharp cheeses’ + fontina for mild, but here’s a quick list of what works too:

SHARP: Cheddar, Gruyere, Parmesan, Pecorino, Smoked Gouda, Aged Manchego, Goat

MILD: Fontina, Havarti, Mozzarella, Swiss

INSANE: Blue Cheese, Gorgonzola

Get it? Got it? Good.

Once the cheese sauce is prepped the hardest part of the recipe is over, so hooray for you. Keep the sauce simmering over a low flame, gently whisking periodically so it doesn’t seize. In the meantime cook any pasta noodle of your choice, then shred brussels sprouts, chop cauliflower, and tear some kale. I also added sliced baby bell peppers to this for some need color (photos and all), but you can skip them if you please. When ready, add the pasta and vegetables to the sauce until combined, top with a crushed buttery cracker of your choice, and bake!

15 – 20 minutes more is all this needs.

While the cheese factor is ONE HUNDRED on this dish, the veggies come through stronger than you’d think. As the mac bakes the earthy veggie flavor mixes into the cheese sauce incredibly, every bite has hints of brussels, kale, and cauliflower whether they’re actually in your forkful or not. And the creaminess? Another level. Please workout before, during, and after this meal, plus wearing sweats is mandatory.

Even leggings will become a bit too tight. xo

Cheese Lovers Winter Mac & Cheese


  • 1 lb macaroni pasta
  • 1/4 cup salted butter
  • 1 shallot, sliced thin
  • 1/4 cup all-purpose flour, sifted
  • 1 1/4 cups heavy cream
  • 2 1/2 cups 2% skim milk
  • 6 – 7 cups shredded white cheese (see flavor guidelines in the prose!)
  • 1 cup shredded brussels sprouts
  • 1 cup torn kale
  • 1 cup shopped cauliflower
  • 1/3 cup diced baby bell peppers (optional)
  • 1 1/2 cups crushed butter crackers
  • cooking spray for greasing


  1. Pre-heat the oven to 375F.
  2. Bring a large pot of salted water to a boil, then cook the macaroni to al dente according to package instructions. Drain and set aside until needed.
  3. Meanwhile, prepare the sauce. In an extra-large dutch oven or non-stick skillet, melt the butter over a medium flame, then add the shallot and saute until fragrant, about 1 minute. Next whisk in the flour to create a roux, letting it simmer until it begins to gently bubble, about another minute. Stir in the heavy cream and skim milk, then again let this mixture come to a low simmer. When ready, slowly whisk in 5 1/4 cups of the shredded white cheese until silky smooth.
  4. Add the cooked pasta and vegetables to the sauce, gently folding until combined. Lightly coat the crushed crackers in cooking spray, then top over the pasta. Finally sprinkle with the remaining 3/4 cups cheese, then bake for 15 – 20 minutes until bubbling and golden. Cool slightly, then EAT! This freezes nicely in tupperware, so don’t be afraid of leftovers.