Prep time: 10 minutes
Cook time: 40 minutes
Servings: 8 one-cup portions

Ingredients:
6 Tablespoons butter
5 cups milk
1/2 cup whole wheat flour
1 teaspoon salt
1/4 teaspoon nutmeg
1/4 teaspoon pepper
1/4 teaspoon cayenne pepper, or to taste
5 cups grated sharp white cheddar cheese (about 18 ounces)
1 1/2 cups grated Pecorino Romano cheese (about 5 ounces)
1 cup frozen peas
1 1/2 cups Panko crumbs
1 box whole wheat elbow macoroni

Directions:

1. Heat oven to 375 F degrees.
2. Fill a large pot with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer’s directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) In a colander, have the frozen peas, pour the macaroni on top of the peas, rinse under cold running water, and drain well.
3. In a medium saucepan set over medium heat, heat milk. Melt butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.
4. While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.
5. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 cup Pecorino Romano; set cheese sauce aside.
6.  Stir macaroni into the reserved cheese sauce.
7. Pour mixture into a 9 x 13 casserole dish. Sprinkle remaining cheddar cheese and Pecorino Romano, and Panko crumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

I used whole wheat flour which added brown speckles to the cheese sauce but it’s not noticeable especially since I added black pepper and cayenne too. Also I went with whole wheat elbow macaroni and as an afterthought I could have used whole wheat bread crumbs instead of Panko crumbs.

If you do not like peas, consider frozen spinach or a frozen carrot/corn medley.

This is definitely a decadent dish and I recommend that you enjoy a smaller portion and fill up with veggies on the side. For example slice butternut squash, placed it on a cookie sheet, sprayed with olive oil and sprinkled with cinnamon and baked that while the mac ‘n cheese is baking at the same time so you can have more vegetables to fill up on.