Fall to Your Knees Mac and Cheese

Carnie Wilson Serves With Love

GMA Recipes Dinner
Servings:Over 8
Difficulty: Easy
Cook Time: min

Besides her hit song "Hold On" as a member of the group Wilson Phillips, her rock 'n' roll roots (she is the daughter of Beach Boy Brian Wilson), and her own talk show, Carnie Wilson is also well known for her relationship with food. Her gastric bypass surgery was broadcast live on the Internet in 1999.

Wilson's latest project is a cookbook called "To Serve with Love." It contains recipes so good that she claims they "made me fat." But Wilson writes about enjoying food -- "just have the real thing and eat less," she says of her "Fall to Your Knees Mac and Cheese."

Wilson, who just had her first baby, Lola, demonstrated how to prepare her beloved mac and cheese on "Good Morning America."


  • 3-1/2 cups large elbow macaroni
  • 10 oz. Velveeta cheese, cut into 1" squares
  • 10 oz. white Vermont cheddar cheese, cut into 1" squares
  • 15 oz. Gruyère cheese, shredded
  • 1-2 cups jack and cheddar cheese (combined), shredded
  • 4 oz. cream cheese, at room temp.
  • 2/3 cup sour cream
  • 1-1/3 cups heavy cream
  • 1-1/3 cups half-and-half
  • 1 egg
  • 2-2/3 Tbsp. flour
  • 1 Tbsp. Worcestershire sauce
  • 1 tsp. garlic powder
  • 1 tsp. onion powder
  • 1 tsp. dry mustard powder
  • 1/8-1/4 tsp. cayenne pepper
  • 1/8 tsp. nutmeg (fresh if you have it)
  • 1 tsp. kosher salt
  • pinch paprika
  • 1 Tbsp. fresh chives, for garnish
  • Cooking Directions

    Smile. Know that you're about to prepare the best mac and cheese ever!

    Grease a 13" x 9" nonstick metal baking pan with 1 Tbsp butter. Preheat oven to 350. Prepare macaroni according to the package directions, but make sure it's al dente. (Huh? It should still be a little firm.) Be sure to add a pinch of salt and a dash of olive oil to the boiling water while cooking. Drain pasta well and pour into the baking pan.

    In a large mixing bowl, add the heavy cream, half-and-half, and sour cream; break the cream cheese into little bits with your (clean!) fingers as you add it to the bowl. Add the egg, flour, Worcestershire sauce, garlic and onion powders, dry mustard, cayenne pepper, and nutmeg; combine very well with a wire whisk to break up that cream cheese. It will look lumpy, but that's okay.

    Starting at the corners of the pasta dish, place and push down the Velveeta and white Vermont cheddar cubes. Work your way around and toward the middle (they won't push down completely, but just smoosh them down a bit). Now sprinkle the fabulous Gruyère cheese evenly over the top -- gently and evenly pour that artery-clogging mixture on it, covering all areas. Gently shake the pan afterwards for a sec to make sure the liquid is even. I know it sounds gross, but push down and make little holes into areas of the mixture with your fingers. (You're just getting some of that Gruyère down deeper below the surface.) Wash your hands!

    Sprinkle the jack-and-cheddar combo over the mixture and sprinkle the paprika on top. Put this baby in the oven (make sure your oven rack is right in the middle) and bake until brown and bubbly -- we're talking approximately 30 minutes. It will be creamy in the center and more crusty on the top and edges. Chop some fresh chives and get those taste buds ready. When it's done, garnish with the chives (but try not to eat part of the crusty top before you serve it. I'm watching you!).

    Get out of town! This is actually a one-way ticket to paradise.

    Carnie Aside-a:

    For a super delish variation, omit the nutmeg and scatter 1/2 cup finely chopped onions and celery (that have been sautéed in 1 Tbsp. butter until clear) plus a 9-oz. packet of flaked white albacore tuna over the noodles before adding the cream mixture. Never mind what I said before -- this is the best ever!

    Recipe Summary

    Main Ingredients: macaroni, cheddar, gruyere, nutmeg

    Course: Casserole, Dinner, Lunch, Pasta, Side Dish

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