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So you’ve just RSVPed to a Friendsgiving party and you’re pondering what delicious dish to bring. Go ahead and nominate yourself to bring on this Texas-Style Mac and Cheese.

First off, everyone loves Mac and Cheese– so you’ve got one thing in the bag. But everyone is going to accept just good-old-fashioned mac and cheese. But you’re going to bring something that makes their eyebrows curl and say, “woah, what’s in this?”.
I call this mine Texas-Style Mac and Cheese, why? Well, take a look at the ingredients. Two little tweaks give it a little flair (without overpowering the classic) that will make your tastes buds sing! [sour cream + a can of green chiles] Don’t worry about it being spicy, the green chiles just add a great depth of flavor and aren’t spicy *at all*. (i used a can of ‘hot’ green chiles and my kids devoured). Alongside the green chiles, you’ve also got a touch of sour cream to give it a little tanginess. It’s just delightful!

Ingredients:
- Unsalted Butter
- Shallot
- Garlic
- All-Purpose Flour
- Whole Milk
- Water
- Corkscrew or Elbow Pasta
- Sharp Cheddar Cheese
- Sour Cream
- Diced Green Chiles
- Kosher Salt
- Chili Powder
- Paprika
- Freshly Ground Black Pepper
- Freshly Grated Nutmeg
- Breadcrumbs
- Fresh Cilantro Leaves
Recipe Step-by-Step:
Step One: Preheat the Oven
Preheat the oven to 425°F.
Step Two: Sauté the Veggies
Melt 4 tablespoons butter in a large pot or Dutch oven over medium heat. Add the shallots and garlic and cook, stirring, until translucent, 1 to 2 minutes. Add the flour and cook, stirring, about 1 minute.
Step Three: Cook the Pasta
Whisk in the milk and water. Add the uncooked pasta and bring to a boil over medium heat, stirring occasionally, 7 to 8 minutes. Continue to cook until the pasta is al dente and has absorbed most of the liquid, 3 to 4 minutes more.
Step Four: Add the Cheese and Seasonings
Remove from heat and stir in 5½ cups of shredded cheese, sour cream, green chiles, salt, paprika, chili powder, black pepper, and nutmeg. Season to taste with more salt, if desired.
Step Five: Transfer the Pasta
Transfer the mac and cheese to a casserole dish and top with the remaining 1/2 cup of shredded cheese.
Step Six: Add the Panko
Melt the remaining 2 tablespoons butter in a small bowl in the microwave, about 30 seconds. Add the panko breadcrumbs and stir until well combined, then sprinkle evenly over the mac and cheese.
Step Seven: Bake
Transfer to the oven and bake, uncovered, until the cheese and panko are golden brown, 12 to 14 minutes, being careful not to burn.
Step Eight: Remove, Cool, and Serve
Remove from the oven and let cool for 5 minutes before serving. Garnish with freshly chopped cilantro (if using), serve, and enjoy!
Yes! Complete steps 1-7. Cover with saran wrap and press down onto the pasta so that it is completely suffocated and transfer to the party. Remove the saran wrap when you arrive, and finish it off in the oven at the party or the day of your feast!
If you like this, try my even simpler One-Pot Mac and Cheese for a quick weeknight meal the family will love.
For More Thanksgiving Side dish Inspiration:
Roasted Calabrian Chili Green Beans with Crispy Shallots
Plus, even more recipes in my Thanksgiving Central!

Texas Baked Mac and Cheese
Ingredients
- 6 tablespoons unsalted butter, divided
- 1/4 cup very finely diced shallot, about 1 shallot
- 3 garlic cloves, minced
- 1/4 cup all-purpose flour
- 3 cups whole milk, warmed
- 3 cups water
- 16 ounces corkscrew or elbow pasta
- 24 ounces about 6 cups shredded sharp cheddar cheese, such as Tillamook, divided
- 1/2 cup sour cream
- 2 4-ounce can diced green chiles, undrained
- 2½ teaspoons kosher salt, plus more to taste
- 2 teaspoons chili powder
- 1½ teaspoon paprika
- 1/2 teaspoon freshly ground black pepper
- 1/4 teaspoon freshly grated nutmeg
- 1/2 cup panko breadcrumbs
- 1 tablespoon finely chopped cilantro leaves optional for garnish
Instructions
- Preheat the oven to 425°F.
- Melt 4 tablespoons butter in a large pot or Dutch oven over medium heat. Add the shallots and garlic and cook, stirring, until translucent, 1 to 2 minutes. Add the flour and cook, stirring, about 1 minute.
- Whisk in the milk and water. Add the uncooked pasta and bring to a boil over medium heat, stirring occasionally, 7 to 8 minutes. Continue to cook until the pasta is al dente and has absorbed most of the liquid, 3 to 4 minutes more.
- Remove from heat and stir in 5½ cups of shredded cheese, sour cream, green chiles, salt, paprika, chili powder, black pepper, and nutmeg. Season to taste with more salt, if desired.
- Transfer the mac and cheese to a casserole dish and top with the remaining 1/2 cup of shredded cheese.
- Melt the remaining 2 tablespoons butter in a small bowl in the microwave, about 30 seconds. Add the panko breadcrumbs and stir until well combined, then sprinkle evenly over the mac and cheese.
- Transfer to the oven and bake, uncovered, until the cheese and panko are golden brown, 12 to 14 minutes, being careful not to burn.
- Remove from the oven and let cool for 5 minutes before serving. Garnish with freshly chopped cilantro (if using), serve, and enjoy!
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.




Good afternoon – can you make this freezer friendly for a postpartum mom? Do you follow as you would for prep ahead?
Great question! I don’t typically recommend freezing this one. Because it’s so dairy-heavy, the texture can change quite a bit after freezing and reheating—the sauce can separate and become a little grainy. It’s definitely best enjoyed fresh or within a few days stored in the fridge. If you do want to make it ahead, you could assemble it and refrigerate before baking, then bake when ready to serve!