Dinner Diaries

Midnight Mac & Cheese

Midnight Mac & Cheese

By Tim H. Martin

I've just learned that my great aunt Lendol Bryan passed away at the age of 96. She was one of the sweetest, most gracious ladies I've ever known.

Aunt Lendol was well-known around my little hometown in north Alabama for her good humor, her breathtaking roses and the best homemade macaroni and cheese in the county. Her recipe is cherished by many generations and is one of the true treasures she leaves behind. It's my honor to share it with you, as well as a fond memory of her from a night long ago.

Invasion of the Hungry Fishermen

When someone dear leaves this earth, it's funny how obscure memories of him or her materialize in our subconscious.

I recall a Saturday night in the mid 1980s when my cousin Randy Minton and I fished on a dock for crappie until the wee hours, then raided our aunt's refrigerator.

Randy and I were poor college students and routinely fished all night on Alabama's Weiss Lake in order to fill our freezers with precious crappie fillets. We enjoyed the coolness of a summer night spent dunking minnows by the light of a hissing lantern, joking loudly, talking about girls and smoking Swisher Sweet cigars to shoo away the mosquitoes.

On this particular night, the crappie waited until after midnight to bite, but the action was fast and furious when they did. Before dawn, we filled our stringer to the point we could barely lift it from the water!

We iced down our crappie and drove home, starving from a night on the water. We didn't have enough money to eat at the local all-night diner and knew most everything in Randy's refrigerator was old and had hair growing on it. But Randy remembered Aunt Lendol always hid a key to her house underneath a flowerpot.


Although a longtime widow, her fridge was always full of home cooking - an upright treasure trove to hungry fishermen, so we quietly snuck inside to see what we could pillage.

Somehow, Aunt Lendol heard us banging around, woke up and flipped on the kitchen light to see who was there. It must've been 3:30 a.m.!

We froze.

I winced, half expecting to find Aunt Lendol pointing a shotgun at us. To my amazement, she laughed and smiled, shuffling her Naugahyde slippers across the kitchen floor to greet us.

"Good morning, boys! Did you have any luck?" she asked with astonishing enthusiasm.

Now, I don't know about you, but I know wouldn't have reacted so favorably upon being awakened after midnight by food-thieving boys reeking of cigar smoke and fish slime. But that was typical Aunt Lendol, just a loving old soul.

We told her of our good fortune and she said, "I bet you boys are starving! I'm gonna go ahead and bake this mac and cheese casserole for y'all. I made it for Sunday school tomorrow, but I'll just make them another one."

We feigned remorse for the Sunshine Seniors Class of the First Baptist Church of Piedmont, Alabama but agreed we needed it more than they did. So into the oven it went. Soon, her house soon smelled of baking eggs and bubbly commodity cheese.

Randy's eyes rolled back like a shark's as we gorged ourselves from the creamy pan. We washed it down with the better part of Aunt Lendol's gallon of sweet milk as she rinsed dishes and smiled.

Seldom in life does one feel fully satisfied by something so simple and good, but this was one of those rare occasions.

Soon, the sun began to show through her pantry window and I remember watching Aunt Lendol's TV until Randy and I fell happily asleep in dueling recliners.

God rest you, Lendol. You were a blessing to all who loved and knew you. Every time we eat your homemade mac and cheese, we will think of you.

RecipesAunt Lendol's Mac & Cheese


• 2 cups macaroni, corkscrew style

• 4 tbls. butter (1/4 cup)

• 2 large eggs

• 1/2 tbls. dry mustard salt, to taste

• 1 1/2 cups, whole milk

• 1/2 cup, heavy cream

• 1 lb. Amish Colby cheese, freshly shredded

• 1/2 lb. Velveeta


1. Grease a 9x13x2-inch pan with butter. Preheat oven to 350 degrees.

2. Shred the Colby and Velveeta cheeses.

3. In a mixing bowl, whisk the eggs, milk, cream, salt and dry mustard.

4. Boil macaroni according to directions, drain and place into another large container, then melt butter over hot noodles.

5. Reserve about 1/3 of the shredded Colby to cover the top, then add the remaining Colby, along with shredded Velveeta, to the noodles and toss well. Pour noodles and cheese into the dish and level with a spatula.

6. Pour milk mixture into the dish until it just covers the noodles. Use remaining Colby to completely cover the top.

7. Cover loosely with aluminum foil and bake 45 minutes. Remove foil and bake an additional 15 minutes until cheese is melted and bubbly. Allow to cool for about an hour before serving (nobody can hold out that long).

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Editor's Note: This recipe is based on my Aunt Lendol's time-honored recipe, so I feel guilty for even the slightest alteration. She used government (commodity) cheese, which isn't available today, so I researched and found a wonderful substitute: Amish Colby.

I gave her recipe a little cream, dry mustard and paprika for flavor and creaminess, and changed to corkscrew macaroni, which grabs the cheese better than the small elbow variety Aunt Lendol used. I also tested a nice variation using Cayenne pepper, Monterey Jack and Velveeta jalapeno, but won't introduce it yet, for fear my family might tar and feather me.

On a funny side note, when making the double-sized recipe and after commodity cheese went away, Aunt Lendol used 52 slices of Kraft sandwich cheese slices!

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Copyright 2020 by Buckmasters, Ltd