Spring Mac and Cheese (2 ways!)


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Spring Mac and Cheese with all sorts of creamy cheesy goodness and peas. It’s a recipe for success and there are 2 variations below!

Spring Mac and Cheese from www.whatsgabycooking.com (@whatsgabycookin)

Are you more of a creamy mac and cheese stovetop kinda person? Or do you prefer a creamy baked mac and cheese with a crispy bread crumb topping? Me, it depends on the day. There’s really nothing like eating mac and cheese straight out of a pot with a spoon and calling it a day. But if I’m aiming to impress, I’ll throw a breadcrumb topping on and pop it in the oven for a few seconds to give it a pretty presentation!

Spring Mac and Cheese from www.whatsgabycooking.com (@whatsgabycookin)

It’s just 1 extra step to go for the baked mac and cheese on top of a super easy recipe that’s a little out of the ordinary! Normally when you cook pasta, you boil it off in water… right?! Right. But I was doing some recipe experimenting recently for an upcoming project and boiled off the pasta in milk rather than water and the result was the most delish creamy pasta and that’s before you add the cheese sauce. Which means it’s extra creamy. I do a fontina and gouda mixture for the cheese sauce because they are my 2 favorite cheeses that melt like rock stars… but you can do anything variation of cheese so long as it melts well.

Spring Mac and Cheese from www.whatsgabycooking.com (@whatsgabycookin)

Spring Mac and Cheese from www.whatsgabycooking.com (@whatsgabycookin)

Spring Mac and Cheese

5 from 2 votes


  • 4 ounces pancetta cut into small pieces
  • 1/2 pound medium shell pasta
  • 3 cups 2% milk
  • kosher salt
  • 1 tablespoon butter
  • 1 teaspoon garlic powder
  • 1/2 cup grated fontina
  • 1/2 cup grated gouda
  • black pepper to taste
  • 1 cup fresh peas blanched (or 1 cup of frozen peas)

Optional for baked mac and cheese

  • 3 tablespoons butter
  • 1 cup panko bread crumbs


  • In medium saucepan, saute the pancetta until crisp. Remove with a slotted spoon and set aside. In the same medium skillet, over medium high heat, add milk, raw elbow macaroni, 1 teaspoon salt, butter, and garlic powder. Slowly bring the milk and macaroni mixture to a simmer, stirring the macaroni frequently as it comes up to a simmer. Keep an eye on the mixture to make sure the pasta continually gets stirred.
  • Once simmering, turn down heat to low. Stir frequently. Cook for about 17-20 minutes or until the pasta is fully cooked. Drain the excess milk and place the pasta back into the pot.
  • Stir in the grated cheese, pancetta and the blanched peas. Stir until the cheese is evenly incorporated into the macaroni. Turn off heat. Place lid on top of pan and cover for about 5 minutes and then serve.

If you want to make baked macaroni and cheese. Transfer the mixture in a medium baking dish. Melt the butter for the topping and stir with the panko bread crumbs. Sprinkle the breadcrumbs on top of the mac and cheese and bake at 350 degrees F for 15 minutes until crispy. Serve as needed

    Photo by Matt Armendariz / Food Styling by Adam Pearson / Recipe from What’s Gaby Cooking

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    Recipe Rating


    1. Heather Christo

      This is seriously tempting!! It looks so decadent and delicious!!

    2. Roxana

      I love both versions! The baked Mac and Cheese might be my favorite, but really, does it matter? It’s Mac and Cheese and super delicious!!

    3. Sandy

      This looks like such a happy meal, I mean it makes me feel happy just looking at it.

    4. Julie @ Table for Two

      I would make BOTH versions because I love mac and cheese! Haha

    5. Patty K

      Boiling in milk? Talk about a “why didn’t I think of that?” moment. Can’t wait to try!

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    8. Suzanne

      Perfect timing! I have to take Mac n Cheese for office potluck next week.

    9. Liz

      Making now! When do you add the pancetta back in? Maybe I missed it! Thanks! 🙂

    10. Tom

      My wife and son have the tick-borne hooved animal meat allergy. They can eat turkey and chicken, but otherwise most meats are off limits. As such,, any recs for a pancetta substitute? Thanks.

    11. Tom

      Turkey bacon was the perfect substitute. I also liked how the cheese amount was not over the top like one sees in a lot of mac mac recipes. My 12-year-old–who coined the phrase “mac mac”
      –gives the meal a solid A grade. Close to a rave for him!

    12. Andrea D Wiener

      or you can do it without the pancetta, and it will still taste really good!

    13. Em

      5 stars
      Thought I had rated this already but doesn’t look like I had! I’ve made this twice already during coronavirus quarantine. It is delicious and so easy!! It tastes just as good as leftovers.

    14. Ania

      That looks delicious! What kind of Gouda do you like to use with that?