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Mac-and-Cheese 2.16 There's the Rub

“Is that mac and cheese?” “It sure is. “I love mac and cheese.” “Great.” “I’m not allowed to have mac and cheese.” “Splurge. Come on Paris, stay.” “Do you have a twenty-four hour pharmacy just in case I have an allergic reaction to something?”


  • 1 lb of medium shell pasta, cooked per package instructions

  • ¼ cup of butter

  • ¼ cup of all-purpose flour

  • 2 cups heavy cream

  • 1 cup whole milk

  • 1 cup white cheddar cheese, grated

  • ½ cup mozzarella cheese, grated

  • ½ cup swiss cheese, grated

  • 1 tsp garlic powder

  • ½ tsp paprika

  • 1 tsp salt

  • ½ tsp pepper

  • ¼ cup bread crumbs


  1. Preheat the oven to 400 degrees F

  2. In a large pot, melt the butter over medium heat. Add the flour and stir to form a roux (a mixture of fat and flour to thicken sauces).

  3. Carefully pour in the cream and milk. Whisk to combine with the roux.

  4. Add in the cheese and stir until a thick sauce forms.

  5. Stir in the spices until fully combined then fold in the cooked pasta and make sure the noodles are completely covered in the sauce.

  6. Transfer the macaroni to a 9x13 baking dish and sprinkle the bread crumbs over the top of the macaroni.

  7. Place the baking dish in the oven and bake at 400F for 25-30 minutes or until the top forms a golden-brown crust.

Making a roux is a really easy way to thicken up a sauce.

Mac-and-cheese is easily in my top five foods. I can’t seem to narrow it down to just one favorite, but a top five seems fair. There’s quite a bit of food in this episode, but I really didn’t struggle to decide on what I was going to make because as soon as mac-and-cheese came up, I was sold. Plus, Paris talking about how much she loves mac-and-cheese is such a great Paris scene. Since this mac-and-cheese comes from Luke’s, I didn’t want too many frills about it. You could even get away with not adding the breadcrumbs and baking it if you’re too impatient for that step (trust me, I’ve been there). We’ll be getting into fancier mac-and-cheeses later in this project. I’m looking at you jalapeno chipotle cream sauce.

The sauce before adding the cheese. It's already pretty thick from the roux.

I’ve shared how the town I live near does an annual wassail fest. Well, they also host an annual mac-and-cheese fest and let me tell you, it’s as glorious as it sounds. I have only attended once for the inaugural festival, but it was amazing. There were about 50 local restaurants and businesses that created their own mac-and-cheese and you’re given a spoon and just go booth hopping! We couldn’t make it through all the booths because we got way too full, but I have dreams of returning (maybe this year will be the year). So I’m really not kidding when I say that mac-and-cheese is one of my favorite foods.

My sister and I at the 2018 Denton Mac and Cheese Festival.

There’s a lot to unpack with this episode. Emily invites Lorelai to a spa getaway, and as it always does with these two, conflict soon arises. While I can sympathize with Emily because she just wants to spend time with her daughter, I don’t think a spa retreat was the way to go about that. Spa days aren’t for chit-chat, and I would also get annoyed if the person I was with wouldn’t stop talking. However, we get some great bonding moments between them and Emily becomes a Vicious Trollop!

Just look at that cheese pull!

At dinner, Lorelai and Emily have a great time bonding over steak and shrimp cocktail (it’s so Casino, Big Joe, steak and shrimp), and Emily passes for a 40-year-old. I think it’s sweet that Emily panics about dancing with another man and thinks she’s cheating on Richard. We see this dynamic play out more fully in a later episode, Emily Says Hello. I think Emily (and any person for that matter) should feel comfortable dancing with someone who isn’t their partner. This whole jealousy notion can be really unhealthy for a relationship (oh just you wait), but I do think that Emily’s nervousness says a lot about how much she loves Richard.

The cheese sauce will get nice and bubbly.

Okay, speaking of jealousy let’s talk about Dean in this episode (ugh!). To backtrack a little, Rory is excited about having the house to herself while her mom is away at the spa. She gets to do laundry the way she wants and order the Indian food that Lorelai detests. Her evening alone gets interrupted by Paris who really wants to study with Rory because she got an A-. I love their friendship development in this episode. “I’m not sure if there is an exact definition for what we are, but I do think it falls somewhere in the bizarro friends-ish realm.”

Add in your pasta and you could go ahead and eat it on

Well then, Jess arrives to bring Rory a care package that he claims Luke sent her. He invites himself over for dinner, and Rory asks Paris to stay and eat, too (which this scene always makes me wish that Paris and Jess ended up dating. Even if for a little bit, I think it would be really cute). And then Dean shows up to surprise Rory with ice cream and he catches Rory trying to get Jess to leave. Now, I get it- Dean was expecting to find Rory alone because that’s what she really wanted. But he doesn’t have to yell at her. He doesn’t even get mad that Paris is there- just that Jess is. So would he have yelled if he came over and it was just Paris and Rory having dinner? I highly doubt it, and that’s not really fair.

Warm mac-and-cheese makes me so happy.

We get one more good moment between Lorelai and Emily stealing the spa’s bathrobes together. They have a powerful conversation about how they are different as moms. Lorelai is the mom who is best friends with her daughter first and mother and daughter second while Emily wasn’t taught to be best friends with her daughter. This obviously says a lot about their relationship with each other, but I think they become a little bit closer as mother and daughter. On my Instagram yesterday, I shared a crazy theory I have about this scene. What if Emily and Lorelai are actually time travelers/shape-shifters and they’re the ones that return in season 5 as the infamous bathrobe bandits that Michel freaks out over? Hey, it could happen! Let me know what you think of this theory!

Happy Cooking!

My sister gifted me this tea towel!

If you missed what I made last episode, catch up here!


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