I'VE BEEN MAKING a lot of macaroni and cheese lately--one of the perks of having a toddler in the house.

I don't have anything against that packaged mac and cheese that comes in the blue box. Its distinctive flavor reminds me of childhood like no homemade mac does, and it played a big part in meeting my nutritional needs during college.

But it turns out, it's not that hard to make mac and cheese from scratch. If I have to boil water anyway (as most boxed mixes require) I might as well put a pot on the stove to whip up a quick cheese sauce.

Butter, flour, cheese and milk are all it takes, and if we don't have those around the house, there are bigger problems at hand.

My toddler loves macaroni and cheese, but as I've been eating it more lately, I've realized that despite its rich and satisfying texture, the flavor can get boring really quickly.

In thinking about variations, I found myself wallowing in the archives of cheese-filled Southern classics, and before I knew it I had zeroed in on my other favorite use for a giant block of extra-sharp cheddar: pimiento cheese.

I'm particular about my "puh-MEN-uh" cheese. I don't think it's OK to just stir a bunch of shredded cheese together with mayonnaise, spices and peppers and call it pimiento cheese. There must be cream cheese in the mix, and at least some (maybe all) of the cheese shreds must be homogenized with the cream cheese and mayonnaise.

But why not, instead, melt everything into the cream sauce that envelops baked mac & cheese?

The result of that experiment is the recipe below.

I thought about using crushed Wheat Thins--my favorite cracker to pair with pimiento cheese--instead of bread crumbs with this, but I was afraid they would be too heavy on top of the dish. Panko bread crumbs always provide the right crunch and texture.

I usually use grated onion in my pimiento cheese. I have instead grated garlic into the roux that begins the cheese sauce here. The grating is important, because it imparts smaller garlic particles than mincing, and the smaller the garlic in your dish, the more intense the flavor.

You will want to grate your own cheese for this or any other mac and cheese. I have tried making it with the pre-grated kind, and the Barefoot Contessa is right when she says that stuff doesn't melt the same. There's some kind of coating on it that keeps it from melding with your sauce, and you end up with little flecks of cheese instead of a uniform texture.

Besides, grating cheese is good for your biceps.

Oh, and one more thing that's useful to know--if you go shopping for jarred pimientos at Wegmans, they are kept on the aisle with the Italian food, not with the other jarred peppers. Very confusing.

This is rich stuff. Serve it with something green.

Emily Freehling, efreehling@free lancestar.com