FLEMING’S STEAKHOUSE’S | Chipotle Cheddar Mac & Cheese

with Chipotle Panko Breadcrumb

by RRR


I *LOVE* Steakhouse restaurants.  Perhaps my 10-year long gig as Sales & Marketing Director at Ruth’s Chris Steak House has made me a bit biased, but I don’t care.  For me, Steakhouses are about so much more than the steaks (if you’re curious, my favorite is a bone-in Ribeye).  It’s about the wine list, the ambience, the appetizers, desserts and, of course, the SIDE DISHES.

But I am not a fan of the hefty price tag that comes at the end of every meal.  The “Steakhouse Experience” shouldn’t have to be reserved for a once-a-year celebration.  One of my favorite things about my channel and my website, is that I can show my community how they can still enjoy the finer things in life, without sacrificing budget.  This recipe is a prime example of that!

Fleming’s Steakhouse was founded by Bill Allen and Paul Fleming (also of P. F. Chang’s and Pei Wei).  Their vision was to create a unique steakhouse experience with an emphasis on generous hospitality, an inviting atmosphere and the finest aged USDA Prime beef.  The first Fleming’s Steakhouse opened in Newport Beach, California in 1998. The restaurant quickly became a favorite among locals and celebrities alike. In fact, it was not uncommon to see Hollywood stars such as Clint Eastwood and Arnold Schwarzenegger dining at Fleming’s.

Fleming’s Chipotle Cheddar Mac & Cheese is perhaps the BEST Mac & Cheese I have ever had.  It is decadent, rich and creamy.  And the chipotle panko topping compliments the smoky cheddar cream sauce PERFECTLY.  And this recipe was published by the Corporate Executive Chef of Fleming’s, himself!  So this is the REAL DEAL.

Served with Fleming’s 35oz. Tomahawk Steak, Ruth’s Chris Chop Salad and Berries with Sweet Cream, puts the upscale Steakhouse restaurant on your dinner table and saves your bank account.

Grab a nice bottle of Red and enjoy.

Fleming's Chipotle Cheddar Mac & Cheese

Serves: 6-8 large Prep Time: Cooking Time:
Nutrition facts: 1580 calories 49 grams fat
Rating: 3.1/5
( 8 voted )


  • 1 lb. Cellentani or Cavatappi Pasta (corkscrew)
  • 12 oz. smoked cheddar cheese, grated
  • 4 oz. sharp yellow cheddar cheese, grated
  • ¾ cup yellow onion, grated
  • 2 cups heavy cream
  • 2.5 cups half & half
  • 1 stick unsalted butter
  • 3 TBL flour
  • 2 tsp. salt
  • 2 tsp. ground white pepper
  • 1 TBL lemon juice
  • 1 TBL EVOO
  • 1 cup Panko breadcrumbs
  • 1 TBL chipotle chili powder
  • Italian or curly parsley for garnish, finely chopped


Preheat the oven to 350 degrees.  Bring 5 quarts of salted water to a rolling boil.  Add the pasta and cook until 3 minutes less than the al dente instructions on the box.  Drain the pasta and rinse under cold water to stop the cooking process.  Set aside to drain.

In a small dry saucepan, heat the EVOO until it shimmers.  Add the panko and chipotle powder and toast the breadcrumbs until toasty and fragrant.  Stir constantly to prevent burning.  Once toasted, set aside to cool.

In a very large pan/stockpot (my fave, Carote), melt the butter.  Add the onions and sauté 4 minutes until fragrant.  Do not allow to burn.

Add the flour and whisk constantly, to form a roux.  Do not allow the flour to brown!  Once the butter and flour have thickened and created the roux, add the heavy cream, half & half, lemon juice, salt, and white pepper.  Whisk quickly and constantly until the roux has fully incorporated into the cream sauce.  Allow the cream sauce to slowly simmer until it has reduced slightly and thickened well.

Once the cream sauce can stick to the back of a spoon, whisk in the cheeses until all the cheese has melted and the cheese sauce is well blended.  Add in the cooked and drained pasta and mix thoroughly.  The mixture will be soupy, and this is what you want.  The pasta will continue to absorb the cream sauce in the oven to a perfect consistency.

Transfer the pasta and cream sauce to an ungreased, 9”x12” oven safe baking dish.  Sprinkle the breadcrumb mixture over the top.  Bake in the oven for 15-20 minutes until the top is golden brown and the edges are bubbly.

Remove from the oven and allow to rest on the counter for 5 minutes before serving.  Top with parsley for garnish.


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