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

First off, everyone loves mac and cheese, so you’ve already got one thing in the bag. But don’t settle for just any old-fashioned mac and cheese. You’re going to bring something that makes people raise their eyebrows and ask, “Whoa, what’s in this?”
I call this my Texas-Style Mac and Cheese, and why? Well, just take a look at the ingredients! Two little tweaks give this classic a little extra flair without overpowering the flavors you know and love. I’m talking sour cream and canned green chiles.
Don’t worry about it being spicy. The green chiles add a wonderful depth of flavor without bringing much heat at all. Alongside the green chiles, a touch of sour cream adds just the right amount of tanginess. It’s absolutely 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! This is a great make-ahead side dish, especially for the holidays. Prepare the mac and cheese through adding the panko topping, then cover tightly and refrigerate until ready to bake. When you’re ready to serve, remove the covering and bake at 425°F until heated through and the topping is golden brown. Since it will be starting cold, it may need a little extra time in the oven.
Not at all! The canned green chiles add a wonderful depth of flavor without making the dish overly spicy. Even canned hot green chiles tend to be relatively mild, so don’t let that deter you! And if you are extra worried, you can always just use one can, but trust me here.
Yes! Use your favorite gluten-free short pasta and substitute a measure-for-measure gluten-free all-purpose flour and gluten-free panko breadcrumbs. Keep in mind that gluten-free pasta can have a slightly different texture, so watch it closely as it cooks.
Leftovers aren’t likely with this one, but store any in an airtight container in the refrigerator for up to 3–4 days. Reheat in the oven or microwave until warmed through.
I can’t wait to see this Texas-Style Mac and Cheese on your Friendsgiving and Thanksgiving tables! Comment below once you give it a try!
For More Thanksgiving Side dish Inspiration:
Roasted Calabrian Chili Green Beans with Crispy Shallots
Plus, even more recipes in my Thanksgiving Central!

Texas-Style 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 (sub 1:1 gluten-free flour for gluten free)
- 3 cups whole milk, warmed
- 3 cups water
- 16 ounces corkscrew or elbow pasta (sub gluten-free pasta for gluten free)
- 24 ounces shredded sharp cheddar cheese, such as Tillamook, divided (about 6 cups)
- 1/2 cup sour cream
- 2 4-ounce cans 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 (sub gluten-free panko for gluten free)
- 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.
Food Photography and Styling by Eat Love Eats.




I made this to take to my friend. Wow! I’m going to have a hard time giving it up. Yum! And super easy!
Hands down, my new go-to recipe for Mac and cheese!!! I made this as one of the sides for our Christmas dinner and it was a major hit. Can’t wait to make this again!
I love the twist on this Mac and cheese with adding the chilies. I also love the crumb top.
Do I use regular butter or unsalted butter? Also is it fine to swap Pablo bread crumbs for regular bread crumbs?
unsalted is probably the way to go here to control your salt to taste. and yes, you could do regular bread crumbs if that is all you have; however the panko really adds a nice crunch.
Hi! Will regular elbow pasta work for this recipe?
yes! 🙂
Can you make this the day before?
Yes! There are some details above on how to prep ahead of time, but you will essentially complete steps 1-7 then store until you are ready to bake.
I think I’m going to do this, steps 1-6 today and then bake tomorrow (for Thanksgiving!). The recipe says to bake for 8-10 minutes…but if I’m pulling it from the fridge, what would you suggest? Warm to room temp (how long would that take?) and then bake 8-10 minutes? or skip the waiting on the countertop and instead bake longer? What do you think?
I would let set it out and let it come to room temp, then pop it in the oven for 10-12 minutes!
Yay!!! This looks amazing! Would cashew milk be a good milk substitute? And do you have a dairy-free sour cream substitute? Butter and cheese don’t seem to bother me as much as other milk products, so those are fine (thank goodness, ha!)
I would go for Nutpods Dairy-Free Creamer here, but I think Cashew milk should be ok, too!… and Forager has a good DF Sour Cream you can sub!
Would dairy free cheese work with this recipe too? I typically use Ripple for my milk substitute and it works well!
I think it’d be great with DF cheese!
How much does this serve? I am trying it out on my small office of 6 for an office meal and then with my family for thanksgiving, bigger crowd! Should I double it for thanksgiving?
Going to a friendsgiving and wanted to a Mac and cheese + Texas style Mac and cheese. Could I use this recipe without the sour cream + green Chile’s for the normal Mac and cheese?
I probably wouldn’t serve this as a classic one with those changes– the sour cream adds some texture/creaminess to this particular recipe and without it, it might end up slightly dry.
Loved this dish! Made it for my family and they all loved it too! Highly recommend and will be including this for Thanksgiving this year!
yay!! Fantastic addition to the menu.
🙂
My boyfriend is from Texas and can’t go home for Thanksgiving this year so this will be perfect to make for him and bring Texas to him! Question – if I were to substitute a non-dairy milk do you think that would be ok? If so, what do you think would be best? Thanks!
I always opt for Nutpods Original DF creamer 🙂