Ingredients

1/2 c. chopped California walnuts, plus more for serving 

2 c. fresh basil leaves 

1/2 c. extra virgin olive oil 

1 clove garlic, minced 

Kosher Salt  

1/4 c. freshly grated parmesan 

3/4 c. macaroni, cooked 

Kosher salt 

Freshly ground pepper 

3 tbsp. butter 

3 tbsp. flour 

3 c. whole milk 

1 c. (3-oz.) shredded American cheese

2 c. (3-oz.) shredded sharp cheddar 

Preparation

Step 1Make the pesto: In a medium skillet, toast the walnuts over medium-high heat, stirring constantly, until golden, about 8 minutes. Scrape into the bowl of a mini food processor and let cool slightly. Add basil, oil, garlic, and a large pinch of salt. Process until smooth. Pulse in Parmesan, just until combined.Step 2Make the mac & cheese: In a medium pot of boiling salted water, boil macaroni until al dente, per package instructions. Drain noodles. Return empty pot to medium-high heat and melt butter. Add flour and cook, stirring, 1 minute. Slowly whisk in milk. Bring to a boil, then reduce heat to medium and simmer, stirring constantly, until sauce just thickens, about 3 minutes. Step 3Remove from heat and add cheeses a handful at a time, stirring to combine. Season with salt and pepper. Add macaroni to cheese sauce and stir to coat. Stir in 2 tablespoons of the pesto.Step 4Serve mac and cheese topped with remaining pesto and chopped walnuts.

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