INGREDIENTS

1/2 lb whole wheat pasta I used shells

3 Tb butter

3 Tb flour

1 1/2 cup milk I used 2%

salt & pepper to taste

pinch of red pepper flakes

1 1/2 cup sharp cheddar shredded

1/2 cup three cheese blend shredded (or whatever cheese you have on hand & like)

INSTRUCTIONS

1 – In a large pot, bring salted water to boil and cook your noodles.

2 – Drain noodles and set aside.

3 – Using the same pot (or a new one if you like to do dishes), melt the butter over medium high heat until bubbly. Whisk in the flour, one tablespoon at a time, making sure to fully cook each addition.

4 – Cook the flour until it is no longer raw. The mixture (a roux) should be thick and pale yellow.

5 – Add in the milk, while whisking. Continue cooking until the mixture thickens and is creamy.

6 – Season with salt, pepper and red pepper flakes. Remove from heat and stir in your cheese(s). Stir until fully melted and incorporated.

7 – Add your drained pasta to the cheese mixture and stir to fully coat.

8 – I seasoned mine with more freshly ground black pepper. Next time, I think I’ll add some panko breadcrumbs to the top and bake it for a few minutes. I was too eager to eat this batch to wait.

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