After seeing the mac n cheese cake in all its savory glory, we needed seconds.

This past September, we reported on a bride who made a groom’s cake for her betrothed entirely out of mac n cheese. We asked the now-newlywed Falynn Koch, an author and illustrator by day, if she could prepare one for us. So she invited us over to O.G. Philly coworking space Indy Hall to show how it’s done.

It started off with a (mighty good) mac n cheese recipe. The mac was baked in round pans, a step that that felt familiar. But when she dropped “frosting” ingredients into a mixing bowl — white Velveeta and cream cheese — things went way past normalcy, and wouldn’t be going back. Nope, there’s nothing sweet about this cake.

After it was all finished, we brought a bacon-garnished section back to Billy Penn HQ for sampling. This was an intimidating “cake.” Much of the team was loath to try it; we pleaded, we begged, we eventually forced it on as many staffers as we could. Because guess what? It was delish. The cheese puffs tasted like paper after warming, but still. Full disclosure: You’ll feel like you just gained five pounds after several bites, which makes sense — a slice of one layer of that bad boy was akin to a helping of regular baked mac. Double that, smother it cream and put cheese puffs in between the layers and the along the rim. That was this cake.

Koch once owned a mac n cheese food truck called FallyMac, and she’s currently working on recipe book illustrated in comic book style. One of those recipes is adapted below. Take note: The key to the cake-making process is allowing the baked mac to cool overnight so it won’t fall apart during assembly and decoration. But you don’t have to turn this recipe into a cake. Matter of fact, it’d make for an awesome addition to your Friendsgiving table.

YouTube video

“Fancy Pants” Mac n Cheese
by Falynn K


1 lb elbow macaroni
8 tbsp butter
½ cup flour
3 cups whole milk
1 cup heavy cream
2 tsp salt
8 oz shredded gruyere cheese
4 oz grated or shredded parmesan
16 oz shredded sharp white cheddar

Spice blend of:
¼ tsp nutmeg
¼ tsp black pepper
1 tsp mustard powder
¼ tsp paprika
1 tsp garlic powder
¼ tsp cayenne pepper

Optional topping:
½ cup grated parmesan
1 cup panko breadcrumbs


Preheat oven to 400°F.

Boil water (plus a pinch of salt) in a large pot. When boiling, add the macaroni and cook halfway (around 4 minutes). Drain and run cold water over noodles. Shake pasta to remove excess water. Put into bowl.

Grease baking pan.

Return pot to stove over medium heat. Melt the butter completely, then add the flour and whisk together until it looks like wet sand. Continue cooking 3 to 5 minutes, whisking occasionally, until it turns the color of a light sugar cookie. Add milk and cream in small batches and whisk vigorously. Continue adding and whisking, beating out any clumps that form. Continue cooking until liquid is smooth and completely warm. Add spice blend and turn stove to medium-low. Add all of the cheese and gently stir with mixing spoon to keep from sticking.

Pour melted mix into cooled noodles and toss to coat. Pour coated noodles into greased baking pan. Add topping, if desired, and bake for 30 minutes until browning and bubbly.


Cassie Owens is a reporter/curator for She was assistant editor at Next City and has contributed to Philadelphia City Paper, Metro, the Jewish Daily Forward, The Islamic Monthly and Spoke,...