Penne with Cheese Sauce aka. . . Pool Noodles and Cheese

Penne with Cheese Sauce aka. . .Pool Noodles and Cheese

Baked Penne with Cheese Sauce, layered with grated cheese, is comfort food at its best.  The kids will love calling it Pool Noodles and Cheese. 

I've been making Penne with Cheese Sauce for years.  It's really just another version of Macaroni and Cheese.  Sometimes, to add variety, I add vegetables or veggie burger or canned tomatoes but it's usually a cheese sauce and the penne baked together with some grated cheese layered though and sprinkled on top.   

One particular day when Lori was visiting I made this dish.  I usually make regular Macaroni and Cheese, as that's what she likes, but I decided to use the penne.  Maybe I was out of elbow macaroni.  Who knows?  She took one look at the helping on her dish and immediately declared she didn't like it.  That's when I told her they were pool noodles with cheese.  She thought that was funny but still wouldn't eat the pasta that day.  So from that day forth I've called my Penne with Cheese Sauce, Pool Noodles and Cheese.  

You can use whatever cheese you like in this dish.  I use Cheddar most of the time but I've been known to use a mixture of Cheddar, Mozzarella and Swiss.  It's a great way to use up bits and pieces of cheese hanging around in the fridge.

This recipe makes a large dish of pasta but the ingredients can easily be halved for 4 servings.

Printable recipe at end of post.

Penne with Cheese Sauce aka. . . Pool Noodles and Cheese
  • 1 454 gram (1 pound) package penne pasta
  • 3 tablespoons butter
  • 3 tablespoons flour
  • 4 cups milk
  • 1 450-500 gram package (about 1) pound Cheddar cheese or favourite cheese, grated and divided
  • 1 teaspoon salt or to taste
  • Pepper to taste
How to make it:
Grease a 3 litre/quart casserole dish.  If baking immediately, preheat oven to 350 degrees.

Cook penne according to package directions.  I always cook for the longest time as I like a softer pasta.  Drain when finished cooking. 

While the penne is cooking make the cheese sauce.  In a saucepan, over medium heat, melt the butter and add the flour.  Cook until frothy about 1 minute.  Gradually add the milk stirring constantly.  Stir until thickened and bubbles are starting to break the surface.  Cook another minute to make sure the flour is cooked.  This will be a thin sauce but will thicken when the cheese is added. Remove from heat and add half the grated cheese.  Stir until melted.  Season with salt and pepper.

Layer the penne with the remaining cheese in the prepared casserole dish.  Make sure you leave some cheese for the top.  Pour the hot cheese sauce over the layered penne and cheese.  You may sprinkle the top with cheese after the sauce has been pour over.  Tap the dish gently so the cheese sauce goes to the bottom of the dish. 

You may now bake the casserole or you may cover and refrigerate and bake the next day.  Bake for 30-45 minutes at 350 degrees.  Use the longest time if the casserole has been refrigerated over night.

Makes 6-8 servings.


Boil penne according to package directions.  I use the longest time because I like a softer noodle.  


While penne is boiling make the cheese sauce.  Melt the butter, add the flour and stir and cook for about 1 minute.  Add the milk.  Stir until thickened and bubbles start to break the surface.  This is a thin sauce.


Remove sauce from heat and add half the grated cheese; stir until blended.


 Add salt and pepper to taste. 

Layer the cooked noodles in the prepared casserole dish with the remaining cheese, keeping some for the top.  Pour sauce over the penne making sure the sauce seeps through and to the bottom of the dish.  Sprinkle with cheese.  


The "Pool Noodles" are ready for the oven.


Penne with Cheese Sauce aka... Pool Noodles and Cheese just out of the oven.
Bake the Penne with Cheese Sauce in a 350 degree oven for 30-45 minutes.  Use the longer time, especially if it has been refrigerated over night.


Penne with Cheese Sauce aka... Pool Noodles and Cheese served from the casserole dish.
Pool Noodles and Cheese makes a sizable casserole making 6-8 servings.


 Close up picture of Penne with Cheese Sauce aka... Pool Noodles and Cheese.
Comfort food at its best.

To print click on arrow upper right side.⇩          

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