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Mac and Cheese (also known as Macaroni and Cheese or The Mac and Cheese Song) is the 41st Silly Song with Larry and was featured in Beauty and the Beet.

In this song, Larry describes in an operatic form how his Italian ancestors, the rival Cucaroni and Cumbarizzi families, invented Macaroni and Cheese when his great (etc.) grandmother Maria, and great (etc.) grandfather Tony, accidentally crashed their cheese and macaroni carts into each other.


Announcer: And now it's time for Silly Songs with Larry. The part of the show where Larry comes out and sings a silly song. We joined Larry as he recounts the amazing tale of his family's invention of macaroni and cheese.

Larry: It's true! I will explain it to you!

As only an opera can do!

My... Great (24x) grandfather

and my Great (19x) grandmother.

I forget how many greats.

Well, they lived in different families

Families: Lived in different families

Larry: Who didn't like each other...

Antonio: My name's Antonio Cucaroni

and we eats-a pasta only.

Cucaroni 1: Buscantni, Rigatoni

Cucaroni 2: We like-a penne

Cucaroni 3: Cannelloni

Antonio: But don't call them noodles

Cucaronis: Ha ha ha ha ha!

Momma Cumberisi: My name-a Momma Cumberisi

and our food's extremely cheesy.


Cumberisi Kid 1: Eww, it's smelly

Cumberisi Kid 2: But I still want some in my belly

Momma Cumberisi: That's because we like our food extremely cheesy

Cumberisis: Ha ha ha ha ha!

Antonio: Have you met my son-a Tony? He makes a mean-a macaroni

Momma Cumberisi: My Maria makes a charming saucy cheese.

Someday she'll meet a man-a.

Who comes from her own clan-a

Antonio: No son of mine will ever marry a Cumberis...i

Larry: My Great (24x) grandfather

and my Great (19x) grandmother.

I still forget how many greats.

Though their families were enemies,

Maria and Tony liked each other.

(Both carts of pasta and cheese sauce roll away. Tony and Maria hop on them, but they crash because of rocks, resulting in a big glob of macaroni and cheese all over them. The families arrive and not happy by the outcome.)

Momma Cumberisi: (gasps) It's his fault!

Antonio Cucaroni: Her fault!

Momma Cumberisi: Your fault!

Larry: No, it's their fault.

The families were having a fit.

Maria and Tony were tasting

Tony: Iiiiit's... impastably delicious

Maria: It's incheddarably delightful

Tony: There's a piece on your lips

Both: We shouldn't miss this biteful

(Both of them sigh and start to kiss, only to get interrupted by Larry.)

Larry: Wait, wait, wait, wait a minute! (groans) This is my grandparents! Nothin' to see here! (whispers) Let's just skip to the end.

That's how my Great (24x) grandfather

and my Great (19x) grandmother,

I still don't know how many greats,

but they brought together the families.

Families: Brought together the families

Larry: And invented Macaroni and Cheese (continues singing until Momma and Antonio stop arguing)

Momma Cumberisi: It's cheese and macaroni!

Antonio: It's macaroni and cheese!

Larry: It's Great (9x)

Announcer: This has been Silly Songs with Larry. Tune in next time to hear Antonio say...

Antonio: It's-a-Grrrrreat!

Fun Facts


  • The third Cucaroni has the same voice as Scallion 2.
  • The female Cumberisi kid has the same voice as Jimmy Gourd.
  • This is the last Silly Song to use the original designs.
  • This is the only Silly Song to not be in a Chuck E. Cheese showtape.
  • This song is featured in the Very Veggie Silly Stories episode, Respect.


  • The title card is just an edited photo of Larry with macaroni and cheese.
  • Larry's grandfather has 24 "greats", while his grandmother has 19. Larry acknowledges this stating he forgot how many "greats" he said.
  • Many of the models for the family members are the same ones as Larry, though it is justified since it's Larry's family.
  • Larry was flipping the book to the page of Maria, even though she's already the page after Tony.

Inside References

Real World References

  • This song parodies the famous William Shakespeare play, Romeo and Juliet.
  • Tony and Maria's names derive from the main protagonists of the musical West Side Story, which was also based on Romeo and Juliet.
  • The music during Tony and Maria's singing parts has a similar melody to a piece of music heard in the Thomas & Friends episodes, "Let it Snow" and "Whiff's Wish".
  • Antonio's "It's-a-Great!" is a coined catchphrase from Tony the Tiger whenever he sponsors Kellogg's Frosted Flakes.