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+# Mac and Cheese
+
+## ingredients
+* 2.5 cups milk (low-fat ok)
+* 2 bay leaves
+* 1 lb elbow, shell, ziti, or similar pasta
+* 4 tbsp (1/2 stick) butter
+* 2 shallots (or 1/2 yellow onion), finely chopped
+* 2-3 cloves garlic, finely chopped
+* 3 tbsp all-purpose flour
+* 1.5 cups grated sharp cheddar or gouda
+* 1.5 cups grated Parmesan cheese
+* 1/2 cup panko breadcrumbs
+* Freshly-ground black pepper
+* Salt to taste
+
+## steps
+1. Preheat the oven to 400ยบ F, bring a large pot of salted water to boil
+2. Grease a roasting pan with 1 tbsp butter
+3. In a frying pan, fry the shallots and garlic until golden brown
+3. Cook the milk with bay leaves in a small saucepan over medium-low heat
+4. When small bubbles appear along the sides (about 5 mins) turn off the heat, add the cooked shallots and garlic, and set aside
+5. Cook the pasta until it is nearly done, drain and rinse to stop cooking
+6. In a saucepan over medium-low heat, melt 3 tbsp butter
+7. When it's foamy add flour and cook, stirring, until the mixture browns (about 5 mins)
+8. Remove bay leaves from milk and add, 1/4-cup at a time, into the flour mixture, stirring with whisk constantly
+9. As soon as mixture becomes smooth, add more milk until the mixture is completely smooth
+10. Add the cheddar/gouda and stir
+11. Dump the pasta into a roasting pan and pour the cheese mix on top, top with parmesan and salt and pepper, stir
+12. Top with breadcrumbs and bake until bubbling, about 15 minutes
+
+## notes
+* Optional: add smoked paprika at the end with the salt and pepper
+
+## based on
+* https://www.seriouseats.com/recipes/2007/10/baked-vegetarian-macaroni-and-cheese-recipe.html
+