This is the macaroni and cheese out of the Flavor Seed kitchen, and yes, it has peas in it. That is how the recipe has always been written here, and once you have had it with sweet peas folded all the way through, plain mac feels like something is missing.
The seasoning is Divine Bovine, which surprises people, because it is our steak rub. Read the label and it makes sense: mustard seed, garlic, onion, caraway and cracked black pepper are exactly what a cheese sauce is short on. Most of it goes into the roux where it can bloom in hot butter, and the last teaspoon goes over the breadcrumbs so you can still see it on the crust.
Two small steps do most of the work here. Grate the cheese off a block yourself, and add it to the sauce off the heat. Bagged shredded cheese is dusted with starch so it will not clump in the bag, and that starch is what turns a cheese sauce grainy, which is the same reason we leave anti-caking agents out of our own jars. Cheese dropped into a boiling sauce breaks the same way.
The original here feeds four. This is that recipe scaled up to a 9x13 for eight to ten, because in the middle of November the question is rarely what to cook for four. It belongs beside the collard greens and the holiday ham, and it is just as welcome on an ordinary Tuesday.

Southern Baked Macaroni and Cheese with Divine Bovine
Elbow macaroni in a sharp cheddar and mozzarella sauce with sweet peas folded through, under a buttered Parmesan crumb top. Serves eight to ten.
Ingredients
For the pasta
- 1 lb elbow macaroni or cavatappi
- 1 tablespoon kosher salt, for the pasta water
For the cheese sauce
- 6 tablespoons unsalted butter
- 6 tablespoons all-purpose flour
- 1½ teaspoons dry mustard powder
- 1 tablespoon Divine Bovine seasoning, divided (2 teaspoons into the sauce, 1 teaspoon over the top)
- 4½ cups whole milk, warmed
- 12 oz sharp cheddar, grated off the block (about 3 cups)
- 8 oz low-moisture mozzarella, grated off the block (about 2 cups)
- Freshly ground black pepper
To fold in
- 2 cups frozen sweet peas, thawed and drained (or two 15 oz cans, drained well)
For the crumb top
- 1 cup fine dry breadcrumbs or panko
- ½ cup finely grated Parmesan
- 3 tablespoons unsalted butter, melted
On the table
- Hot sauce
- Chopped flat-leaf parsley
- Crushed red pepper
Instructions
- Heat the oven to 400°F and butter a 9x13 baking dish. Put a large pot of water on to boil with the tablespoon of kosher salt in it. Grate the cheddar and the mozzarella off their blocks now, while the water comes up, and keep them in two bowls.
- Boil the macaroni two minutes short of the time on the box, so it still has a real bite in the middle. Drain it and do not rinse it — the starch clinging to the outside is what the sauce grabs onto. It finishes cooking in the oven, and pasta boiled soft now comes out of the oven as mush.
- Melt the 6 tablespoons of butter in a large saucepan over medium heat. Whisk in the flour, the dry mustard and 2 teaspoons of the Divine Bovine, and keep whisking for two full minutes. It will look like wet sand and that is correct. Two minutes is what cooks the raw flour taste out, and the garlic, onion and mustard seed in the rub bloom in hot butter in a way they never will in cold milk.
- Pour in the warm milk about a cup at a time, whisking each addition smooth before the next one goes in. Lumps come from milk added cold and all at once, not from bad luck.
- Bring it to a bare simmer and cook 5 to 6 minutes, stirring, until it thickens enough to coat the back of a spoon and hold the line when you draw a finger through it. Grind in plenty of black pepper. Taste it here, while you can still fix it.
- Take the pan off the heat and give it a minute to stop bubbling. Then add the cheddar and the mozzarella a handful at a time, stirring each one in before the next goes in. Off the heat is the whole trick: cheese dropped into a boiling sauce splits into oil and grit, and nothing brings it back.
- Fold in the drained macaroni and the peas until every noodle is coated. Tip it into the buttered dish and spread it level.
- Toss the breadcrumbs, the Parmesan and the melted butter together in a small bowl until the crumbs are evenly damp, then scatter them over the top. Sprinkle the last teaspoon of Divine Bovine over the crumbs — it is coarse enough to see, and that is half of why the top looks the way it does.
- Bake 30 to 35 minutes, until the sauce is bubbling up around the edges and the top is deep golden. If the crumbs are browning faster than the middle is bubbling, lay a sheet of foil loosely over the dish for the last ten minutes.
- Let it sit 10 minutes before you carry it to the table. Straight out of the oven the sauce is loose; in those ten minutes it sets into something that holds its shape on a spoon.
Why a steak rub in macaroni and cheese. Divine Bovine is fifteen ingredients with sea salt first and no sugar at all: organic garlic, onion, caraway seed, poppy seed, black pepper, coriander, mustard seed, dill seed, celery seed and a little red pepper among them. Mustard and cheddar have been a pair for a very long time, the coarse grind survives a bake without disappearing, and you can see it on the crust. If you would rather have the plain, straight-ahead version, use two teaspoons of The OG in the sauce instead — our write-up on how to season mac and cheese gives the amounts for either one.
The peas, since someone always asks. They are not a garnish, they are part of the dish, and they have been in this recipe from the beginning. The original calls for canned; frozen sweet peas, thawed and drained well, hold their shape better through a 35-minute bake. Leave them out altogether and nothing else in the recipe changes.
If you are only cooking for four. Halve everything, use an 8-inch square dish and run it at 425°F for 20 minutes. That is the original version of this recipe, and it is on the table in forty minutes start to finish.
Make it ahead, because it is better for it. Build it through step seven, cover the unbaked dish and refrigerate it up to two days — the seasoning spreads through the pasta overnight. Put the crumbs on just before it goes in, bake it straight from the refrigerator, and add about 15 minutes.
What is actually in season right now. This is an honest pantry-and-dairy dish; the seasonal weight is in what sits next to it. Across the Carolinas in the middle of November the collards have had their first cool nights and sweetened up, the sweet potato harvest is in, and winter squash and fall cabbage are at the markets. If you want the season in the dish itself, wilt two big handfuls of chopped collards into the sauce at step six, or fold in a cup of roasted butternut squash at step seven.
Leftovers, which are the point. It keeps four days covered in the refrigerator. Reheat it in a 350°F oven, covered, for about 20 minutes rather than the microwave, which splits the sauce. Better: cut it into cold squares and fry them in butter until both sides are crisp.
On the label. Divine Bovine is USDA Certified Organic, gluten free and kosher, made in small batches with no MSG, no fillers and no anti-caking agents. We recommend the 5 oz resealable pouch at $13.49 over the 2.4 oz glass jar at $9.49 — it is the better value and it reseals. The macaroni, the flour and the breadcrumbs are not ours, so if gluten matters at your table, those are the three labels to read. Free shipping over $25.
More of the table. This one goes next to Southern Collard Greens, Green Bean Casserole and Southern Cornbread Dressing, with The OG Mashed Potatoes at the other end of the row. For the middle of the table there is Holiday Glazed Ham, and if you are putting Divine Bovine on something bigger this month, Dutch Oven Pot Roast runs on the same rub. For the weeknight version with ground beef in it, there is One-Pot Cheeseburger Mac.