2 pounds tilapia, thawed (6-8 fillets)

2 ounces parmesan cheese (1/2 cup)
1/4 cup butter, softened
3 tablespoons mayonnaise
2 tablespoons lemon juice (1 small lemon)
1/4 teaspoon basil
1/4 teaspoon pepper
1/8 teaspoons onion powder
1/8 teaspoon celery salt

Blend the topping ingredients in a small bowl; keep chilled until needed (see my second update below).

Raise your oven rack to the highest setting and preheat the broiler. Line a large sheet pan with heavy foil; spray with nonstick cooking spray. Arrange the fish on the baking sheet and sprinkle lightly with salt on both sides. Broil 5-6 minutes or until the fish is done to your liking. Spread the topping evenly over the fish. It will tend to melt and run off, so just spoon it back on top of the fish as well as you can. Broil about 2 minutes to brown the topping, watching very closely so that it doesn't burn. You'll get the best possible flavor if you let the topping get quite brown, but not burnt.

Makes 6-8 servings
Do not freeze

Per 1/6 Recipe: 307 Calories; 19g Fat; 31g Protein; 1g Carbohydrate; trace Dietary Fiber; 1g Net Carb
Per 1/8 Recipe: 230 Calories; 15g Fat; 23g Protein; 1g Carbohydrate; trace Dietary Fiber; 1g Net Carb

This is delicious, but I think it could use some slight tweaking. I'm one of the few people who doesn't care for lemon with fish so I would omit the lemon juice from the topping mixture. I think that might also make the topping a little thicker so that it won't slide off the fish so easily. I also love garlic with fish so I would add about 1/8 teaspoon of garlic powder to the topping. There would be no change in the carb counts with those changes. The original recipe didn't mention anything about seasoning the fish before cooking it, but I have added instructions to do so. Go easy on the salt though because the topping is pretty salty.

UPDATE: I made this again and left out the lemon juice this time and used 1/4 teaspoon of garlic powder instead of the basil. It was delicious and I liked it much better. Without the lemon juice to thin it down I had no problem keeping the topping on the fish. Make sure that you get the topping good and brown, but watch it very closely. The browner it gets, the better the flavor but you don't want it to burn. I arrange my pieces of fish close together and in the center of the baking sheet for the most exposure to the broiler element.

UPDATE II: I've decided that the topping is much easier to work with if it hasn't been chilled. For one thing, adding the cold topping to the hot fish will just cool it down when you want it to remain hot. For another thing, the topping needs to melt before it can bubble and brown anyway, so it might as well be at room temperature to begin with. Lately I don't even exactly follow the recipe when I make the topping. I just mix nearly equal amounts of butter, mayonnaise and parmesan cheese with whatever seasonings I'm in the mood for at the time. It always turns out well even if the amounts aren't exact. I'm pretty sure that a bit of sour cream could be thrown into the mix as well.

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