Skip to main content
Navigation Menu



Step 1
Cook the macaroni in boiling water. Drain and set aside.

Step 2
Melt 4 Tbps of the butter in a saucepan over low heat.

Step 3
Stir in the flour. Cook for 5 minutes, stirring. Slowly pour in the milk, whisking consistently to prevent clumps.

Step 4
Stir in the thyme, nutmeg, salt and cayenne pepper. Simmer for 10 minutes until sauce starts to thicken. Remove from heat.

Step 5
Combine the sauce with the Cheddar cheese, Gruyère cheese and mustard. Cook, stirring for 3 minutes or until the cheese melts.

Step 6
Crumble the LAY'S® Salt & Vinegar Flavored Potato Chips. Combine with Parmesan cheese, breadcrumbs and remaining 4 Tbsp of butter in a large saucepan. Stir over medium heat for 5 minutes, until golden brown.

Step 7
Combine the macaroni with the cheese sauce. Spoon into four bowls. Top with the potato-chip topping and enjoy!