Spooky Ghost Mac and Cheese

This is baked macaroni and cheese with a cheddar and mozzarella sauce, a crisp panko topping, and ghost faces made from sliced black olives. The sauce starts as a roux of butter and flour, and the whole dish takes 45 minutes: 15 for prep and 30 for cooking. It makes 6 servings in a 9×13-inch baking dish.

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The ghost faces go on after the dish comes out of the oven, so the olives stay dark against the golden top. Children tend to like the faces, and the dish itself is a standard baked mac and cheese.

What Goes Into It

• Elbow macaroni (8 ounces): the pasta shape that holds the cheese sauce.
• Unsalted butter (4 tablespoons): the base of the roux.
• All-purpose flour (1/4 cup): thickens the sauce.
• Milk (3 cups): whole milk gives the richest sauce.
• Sharp cheddar (2 cups, shredded): a bold flavor that stands up to the pasta.
• Mozzarella (1 cup, shredded): adds a gooey, stretchy texture.
• Garlic powder (1 teaspoon) and onion powder (1 teaspoon): they add depth without overpowering the cheese.
• Salt and pepper: to taste.
• Panko breadcrumbs (1/2 cup): the crunchy topping.
• Black olives, sliced: for the ghost eyes.

Making the Sauce and Baking

Cook the macaroni until al dente, drain it and set it aside. In a large saucepan, melt the butter over medium heat, whisk in the flour and cook for about 1 minute, stirring constantly. Add the milk gradually and keep whisking until the sauce is smooth and thickened, which takes about 5 to 7 minutes. Stir in the garlic powder, onion powder, salt and pepper.

Take the pan off the heat and stir in the cheddar and mozzarella until melted and creamy. Fold in the macaroni until it is well coated.

Preheat the oven to 350°F. Transfer the mac and cheese to a greased 9×13-inch baking dish. Mix the panko with a tablespoon of melted butter in a small bowl and sprinkle it evenly over the top. Bake for 20 to 25 minutes, until the top is golden and bubbly. Slice the olives while it bakes, let the dish cool for a few minutes after baking, and then press the olive slices on top to make the ghost faces.

Tips

• Buy good cheese: high-quality cheeses and fresh ingredients improve the flavor and keep the sauce creamy.
• Mix cheeses: gouda or pepper jack work in place of some of the cheddar and mozzarella.
• Make it ahead: assemble the mac and cheese, keep it in the fridge and bake it when you are ready to serve.
• Season to taste: adjust the salt, pepper and spices before baking.
• Use a whisk: it keeps lumps out of the sauce when the flour and milk meet.

Equipment

You need a large pot for the macaroni, a large saucepan for the sauce (a non-stick one is easier to clean), a whisk, a spatula for folding in the pasta, a 9×13-inch baking dish and measuring cups and spoons. A knife and cutting board are needed for the olives, and oven mitts for the hot dish.

Ways to Change It

• Broccoli: add steamed broccoli florets for color.
• Spicy: diced jalapeños or a pinch of cayenne in the cheese sauce.
• Meaty: cooked ground beef or turkey for a heartier dinner.
• Herbs: fresh basil or parsley stirred into the sauce.
• Other cheeses: gouda adds a smoky flavor and pepper jack adds spice.
• Vegan: use cashew cream or coconut milk for the sauce and nutritional yeast for the cheesy flavor.
• Lighter pasta swaps: cauliflower florets or zucchini noodles in place of the macaroni.

What to Serve With It

Garlic butter green beans, roasted Brussels sprouts with olive oil, salt and pepper, or a spinach salad with avocado, cherry tomatoes and a light vinaigrette all balance the richness of the cheese. Cauliflower mash and stuffed mushrooms filled with cream cheese and herbs are heartier options.

For drinks, sparkling water with lime or unsweetened iced tea with a slice of lemon keeps things light. Adults might choose a dry white such as Sauvignon Blanc, and herbal tea suits a cool Halloween night.

FAQ

Can I make it ahead of time?

Yes. Prepare it and store it in the refrigerator, then bake it when you are ready to serve.

What can replace the elbow macaroni?

Zucchini noodles or cauliflower florets, if you want to cut the pasta.

How do you make it spicier?

Add diced jalapeños or a pinch of cayenne pepper to the cheese sauce.

Can I use different cheeses?

Yes. Pepper jack adds spice and gouda adds a smoky flavor.

Is it kid-friendly?

Yes. The olive ghost faces are fun for children.

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Written and edited by The Foodie Yummy Kitchen Team

The Foodie Yummy Kitchen Team writes and edits the recipes on Foodie Yummy: classic American potluck salads, holiday sides and easy comfort food, with a few low-carb options. Every recipe lists exact quantities, numbered steps and a printable recipe card, plus notes on swaps, storage and make-ahead timing. Spot a problem with a recipe? Tell us through the contact page and we will correct it. About us