Name: Cheesy Brown Butter Halloween Mac & Cheese
Prep time: 5 min
Cook time: 50 min
Total time: 55 min
Yield: 12
Cuisine: American
Ingredients: 17.6 to 18 ounce package of Halloween pasta; 24 ounces Velveeta cheese, cubed; 1 cup Panko bread crumbs; 1 cup butter (2 sticks), melted and divided; 1 cup milk; Non-stick cooking spray

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Make yummy, cheesy Halloween Mac & Cheese at your peril! Why? Because this mac and cheese recipe is a decadent splurge.

And, it’s kid-friendly! Did I mention this dish is cute?

Cute? Mac and cheese cute? Yes! Made with Halloween pasta in the shapes of spiders, pumpkins, bats, and witches, it’s pretty darn cute! I got this bag of Halloween Pasta at World Market.

Here’s the Halloween Pasta spread out on a tin tray so that you can see the 4 different shapes, each in 3 different colors: pasta color, orange and dark purple.

Here’s a close-up of the Halloween Pasta before I cooked it.

And here’s the Cheesy Brown Butter Halloween Mac & Cheese in a 9″ x 13″ baking dish after I cooked it. The cute shapes are lost in the cheesy brown butter sauce and the buttered panko bread crumbs. So, you have to trust me on this – the Halloween Pasta is in this baking dish!

So, I decided to transfer the Cheesy Brown Butter Halloween Mac & Cheese to a serving bowl to see if readers could see it better. I decided this cute Halloween skeleton, that I got at the grocery store last year, would be perfect.

Even close-up, you can’t really distinguish the shapes of this Halloween Pasta once the sauce covers it. But, it still is a fun way to serve Mac & Cheese to your family for Halloween!

If you have children, you could make it into a game at dinner – find the bats, witches, pumpkins and spiders!

This recipe for Cheesy Brown Butter Halloween Mac & Cheese is inspired by Tiffany’s recipe for Baked Mac & Cheese with a Crunchy Sourdough Topping. If you haven’t yet made Tiffany’s recipe, I encourage you to do so. It elevates kid-friendly Mac & Cheese to adult-loving, too, with that fabulous crunchy sourdough topping.

Here’s a collage for your Pinterest board so that you can come back again and again!

Cheesy Brown Butter Halloween Mac & Cheese is extra cheesy because I used that good ol’ American cheese, Velveeta, for the sauce. And, I browned the butter for the sauce before adding the milk and Velveeta cheese, which gives this Mac and Cheese recipe a buttery, nutty flavor. Plus, the Panko topping gives it a nice crunch. The Halloween Pasta has a chewier texture than regular macaroni because of the denseness of the shapes. So, this Mac and Cheese has a toothy texture – perfect al dente’ pasta.

Here’s the recipe for Yummy Cheesy Halloween Mac and Cheese:

Cheesy Brown Butter Halloween Mac & Cheese

Cheesy Brown Butter Mac & Cheese in Skeleton serving bowl

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With fun Halloween shapes and a cheesy, buttery flavor, this Mac & Cheese pleases the entire family.

Author: Carole from Toot Sweet 4 Two
Prep Time: 5 mins
Cook Time: 50 mins
Total Time: 55 mins
Yield: 12 1x
Category: Dinner
Cuisine: American

Ingredients

Scale

17.6 to 18 ounce package of Halloween pasta
24 ounces Velveeta cheese, cubed
1 cup Panko bread crumbs
1 cup butter (2 sticks), melted and divided
1 cup milk
Non-stick cooking spray

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Instructions

Grease a 9″ x 13″ baking dish with non-stick cooking spray and set aside.
Boil Halloween pasta per package instructions, drain and pour drained pasta into prepared baking dish (about 7 minutes).
In a 2-quart sauce pan, melt 3/4 cup butter (1 and 1/2 sticks) over medium-low heat until golden brown, swirling pan occasionally so as not to burn butter (about 5 minutes).
Preheat oven to 350 degrees F.
Add milk and cubed Velveeta to melted brown butter in saucepan and stir to combine.
Reduce heat to low and continue cooking, stirring occasionally, until Velveeta is thoroughly melted and the sauce is creamy (about 8 minutes).
Pour sauce over Halloween pasta.
Sprinkle Panko bread crumbs over cheesy pasta mixture.
Melt remaining 1/4 cup of butter (1/2 stick) in a glass measuring cup with a pour spout.
Drizzle melted butter over Panko bread crumbs.
Bake in preheated oven about 30 minutes until pasta is bubbly and topping is golden brown.
If Panko topping does not brown, place under broiler 1 minute until topping is golden brown.

Notes

If placing under broiler to finish browning the topping, be sure to watch carefully. I did this with the oven door open so as not to burn the topping.

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