This old-fashioned mac and cheese is creamy, not custardy. We don’t use eggs, just cheese and a mix of milk and half-and-half. What makes this recipe unique is our special homemade cheese sauce and the extra cheese we add, making this the creamiest, cheesiest mac and cheese. This recipe has been loved by readers for nearly 15 years. Find out why they make it again and again!
This is the best macaroni and cheese recipe – I’ve made it for friends, family, holidays and it’s always a big hit! Worth the extra step of grating the cheese!
jennifer
When you want comfort food, this is your dish. You’ll be asked to bring this mac and cheese to every occasion from now until the end of time. It’s that good!
As a fourth-generation Southern cook, you can bet I’ve cooked just about every form of macaroni and cheese. I’ve made the crockpot version, stovetop mac and cheese, Southern mac and cheese with eggs, and some iterations with pretty weird ingredients.
I keep coming back to the adage that simple is best. I like mac and cheese to be creamy and not have a thick, eggy custard. I tried a few different recipes and finally settled on one from Southern Living, minus the red pepper and the granulated garlic.
When in doubt, add more cheese
This recipe served us just fine until a couple of years ago when I read the now-famous Julia Moskin article in the New York Times. The article chronicles the author’s search for the perfect macaroni and cheese recipe. Moskin tried several different versions and ended with the advice, “When in doubt, add more cheese.”
After testing this recipe several times, I’ve tweaked it to this version that includes extra-sharp Cheddar cooked in the sauce, then more cheese added once the sauce is off the heat. Then we add grated cheese with the noodles, the sauce, and more cheese on top.
It’s creamy. It’s buttery. It’s cheesy. It’s luscious. It’s absolutely divine.
My family and friends think this is the BEST baked mac and cheese this or that side of the Mississippi, north or south of the Mason-Dixon line.
The number one tip I can give you to get the best macaroni and cheese is to use high-quality cheese and grate it yourself. The shredded cheese in the packets will never give you the creamiest, cheesiest results.
I hope you make this recipe. I think you’ll love it!
Ingredient notes
You don’t need anything fancy for this recipe. Here are a few things to be aware of:
➡️➡️➡️ The full ingredient amounts and instructions are listed below on the printable recipe card. Scroll below the recipe card for frequently asked questions and tips for success.
Cheese: We stick with Cheddar to make this dish more kid-friendly, but you can swap in any kind of cheese you like: Gruyere, provolone, pepper-jack, Havarti, Parmesan, or something else. The possibilities are endless!
Noodles: You have leeway here too. Use whatever pasta shapes you have on hand. We like traditional elbow macaroni noodles, but penne or ziti also works well. I would stay with something tubular to help grab the sauce.
Liquid: Our testing found that a mix of half-and-half and whole milk results in a creamy, perfectly melted cheese sauce. We have used heavy cream before, but our tasters preferred the half-and-half plus milk combination.
Pin this now to save it for laterHow to make baked mac and cheese
It’s important to practice mise en place with this recipe because once the sauce starts cooking, it will thicken quickly.
Prepare cheese and noodles.
Start by getting the cheese ready. Grate enough cheese to give you six cups. You can use your food processor to make this easier!
Set aside three cups of cheese for the sauce. The remaining cheese will be divided: one and one-half cups will be mixed into the noodles after the sauce has been incorporated, and the last one-and-one-half cups will be sprinkled on top.
Cook the noodles. In a large stockpot, cook the noodles according to package directions for al dente. Once they are cooked, drain the noodles and let them sit in the strainer.
Cook the cheese sauce.
Cook the sauce. I use the same stockpot where I cook the noodles. Melt a stick of butter in the pot, and once melted, stir in half a cup of flour.
Whisk continuously for a couple of minutes, then slowly whisk in the half-and-half and milk. Cook until thickened.
Finish sauce with cheese.
Remove the pot from the heat and stir in the salt, pepper, and three cups of grated cheese. Stir this well until the sauce is creamy and all the cheese completely melts.
Combine noodles and cheese sauce, then layer.
Stir the noodles into the sauce and mix until the noodles are well coated. Then, stir in one and one-half cups of grated cheese.
**Cook’s Tip: If you want to use Gruyere instead of the sharp Cheddar, I would mix it up and use some here and some on top.
Pour the noodles and sauce into a lightly buttered 9×13-inch baking dish. Sprinkle the remaining 1.5 cups of cheese on top of the noodles.
Bake your mac and cheese. Place the uncovered dish on a baking sheet wrapped with foil and bake for about 40 minutes, until the top is lightly browned and crusty.
Allow the macaroni and cheese to sit uncovered for a few minutes before serving, and you may want to blot the top lightly with paper towels.
Note: This recipe has been updated to reduce the amount of cheese. If you are a long-time reader and looking for the original recipe, please email me and I’ll be happy to send it to you.
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Creamy Mac and Cheese Recipe
Ingredients
- 1 stick unsalted butter
- ½ cup all-purpose flour
- ½ teaspoon salt
- ¼ teaspoon black pepper
- 2 cups half-and-half
- 1 cup whole milk
- 6 cups grated extra-sharp Cheddar cheese
- 1 pound macaroni noodles, cooked and drained
Instructions
- Preheat oven to 375. Lightly grease a 9×13 inch baking dish, and spread foil inside a large cookie sheet for the dish to sit in.
- Grate all the cheese into a large bowl. Remove three cups of cheese to another bowl and set aside. This is for the sauce.
- Melt butter completely in a large skillet or Dutch oven over medium-high heat. (I use the same stockpot in which I cooked the noodles.) Slowly whisk in flour until smooth.
- Cook, whisking continuously, for about two minutes. Slowly whisk in half-and-half and milk and whisk continuously for 8-10 minutes until thickened.
- Remove pot from heat. Stir in salt and pepper. Stir in three cups of grated cheese and continue stirring until cheese is completely melted and sauce is creamy.
- Add cooked macaroni noodles to the cheese sauce and mix well, until noodles are incorporated into sauce. Slowly mix 1 1/2 cups grated cheese into the noodles. Pour noodles and cheese sauce into the prepared baking dish.
- Sprinkle the remaining 1 1/2 cups of grated cheese on top of the noodles. Bake at 375 for 30-40 minutes to develop a nice, browned, crusty top. Let the macaroni and cheese sit for 10-15 minutes and blot the top with paper towels if needed.
Video
Notes
- Use good quality cheese. I like Tillamook or Cabot cheese.
- Cook the noodles before you start the sauce.
- Have all the cheese grated, separated, and ready before you start the sauce.
- Don’t rush the cheese sauce. Allow the sauce to thicken slowly, which usually takes 7-9 minutes.
- Allow the mac and cheese to rest uncovered for 10-15 minutes before serving.
- Blot the top of the baked mac and cheese with paper towels if needed before serving.
- Once you’ve mixed the grated cheese into the noodles and sauce, portion the mac and cheese into whatever containers you use.
- Let the mac and cheese cool, then sprinkle on the grated cheese.
- Place containers uncovered in the freezer until frozen, then cover.
- To reheat, thaw and follow the baking instructions above.
- Either leave in a baking dish (if freezer-safe) or portion the baked macaroni and cheese into smaller containers.
- Place containers uncovered in the freezer until frozen, then cover.
- To reheat, thaw and allow to come to room temperature.
- Place the COVERED dish in the oven at 350 degrees F for about 15 minutes, then uncover and bake for 10 minutes until bubbly.
Nutrition
Update Notes: This Mac and Cheese post was originally published on June 27, 2011, and on August 3, 2020, was updated with one or more of the following: step-by-step photos, video, updated recipe, and new tips.
Tips and questions
We have all the tips to help you make the best old-fashioned mac and cheese!
- To make this recipe ahead of time, do all the steps except baking. Cover the dish with tin foil and store in the refrigerator for up to two days. Bake as directed.
- Use good quality cheese. I like Tillamook or Cabot cheese.
- Cook the noodles before you start the sauce.
- Have all the cheese grated, separated, and ready before you start the sauce.
- Don’t rush the cheese sauce. Allow the sauce to thicken slowly, which usually takes 7-9 minutes.
- Allow the mac and cheese to rest uncovered for 10-15 minutes before serving.
- Blot the top of the baked mac and cheese with paper towels if needed before serving.
Can you freeze mac and cheese?
You can freeze mac and cheese after baking or make it ahead and freeze it before baking.
How to freeze before baking:
- Once you’ve mixed the grated cheese into the noodles and sauce, portion the mac and cheese into whatever containers you are using.
- Allow the mac and cheese to cool, then sprinkle on the grated cheese.
- Place containers uncovered in the freezer until frozen, then cover.
- To reheat, thaw, and follow the baking instructions above.
How to freeze after baking:
- Either leave the macaroni and cheese in the baking dish (if freezer-safe) or portion it into smaller containers.
- Place containers uncovered in the freezer until frozen, then cover.
- To reheat, thaw and allow to come to room temperature.
- Place the COVERED dish in the oven at 350º for about 15 minutes, then uncover and bake for 10 minutes until bubbly.
We don’t use eggs in this recipe, just lots of cheese and milk. This helps to keep the consistency creamy.
Heavy cream will give your macaroni and cheese the richest flavor, but it’s not necessary. You’ll do fine with milk and half-and-half.
This post is part of my favorite Southern Foods at Home collection.
Absolutely delicious 😋 This was a huge hit at Thanksgiving and my daughter has already requested it for Christmas. I did make to batches. One I followed the recipe and it was good,but the next batch I decreased the flour to 1/4 cup, and added a teaspoon of ground mustard. I also used a combination of sharp cheddar, medium cheddar, mozzarella, Colby jack, and Parmesan. Grated that all up and mixed it together. I also baked with the foil loosely covering the Mac and took the foil off the last 10 minutes. Ooey gooey deliciousness 😋
We made just made this with the suggestion of blocks of gruyere, sharp cheddar and Parmesan. Pricey but SO. GOOD. Definitely worth making for a special occasion. We used plain almond milk instead of whole milk or half and half and just substituted plain Greek yogurt for 1/2 cup of the liquids to up the richness. Also a squirt of Dijon in the sauce.
I love that combination! Well done!
This was soo good – pricey to make, but definitely a keeper. We will all be fighting over the leftovers.
This was soo good – pricey to make, but definitely a keeper. We will all be fighting over the leftovers.
I just found this! WOW! Got a new favorite. One of my rules for good mac and cheese has always been 2 to 1, twice as much cheese as macaroni, pound for pound. Since I’m not cooking anymore I’ll give this to my wife. No box! Especially the blue one.
Thanks, Robert! Hope you enjoy!
I just found this! WOW! Got a new favorite. One of my rules for good mac and cheese has always been 2 to 1, twice as much cheese as macaroni, pound for pound. Since I’m not cooking anymore I’ll give this to my wife. No box! Especially the blue one.
Way too much cheese. Four blocks is plenty. I also put in a little nutmeg and cayenne pepper, about 1/4 teaspoon of both. I also used all whole milk and eliminated the half and half.
Made a kitchen sink version of this tonight and it was deeeelish! Used half a brick of cream cheese, 1 cup pizza mozzarella and 1 cup monterey jack and the rest all sharp cheddar. I also like a lot more salt in mine, like at least 1tsp. I find that all bechamel based spruces benefit from extra salt to really bring f out the flavour. This was so good; there was silence while it was devoured haha
I doubled the recipe and there is so much cheese that i couldn’t use the recommended amount. Am i doing something wrong? 24c cheese to 2 boxes of pasta??
Hi Marisa,
The recipe calls for 12 cups of cheese, so yes, if you doubled the recipe then that would make two pans and they would have 12 cups each or 24 cups of cheese total. It’s a lot of cheese but that’s what makes it so good! And that’s why we only have this a few times a year 🙂 It’s definitely an indulgence!
This is the best macaroni and cheese recipe – I’ve made it for friends, family, holidays and it’s always a big hit! Worth the extra step of grating the cheese!
This is the best macaroni and cheese recipe – I’ve made it for friends, family, holidays and it’s always a big hit! Worth the extra step of grating the cheese!
This is amazing! I tried making two at once and freezing one portion this time. How long and at what heat have you found works the best with frozen?
Thanks!
if I’m making the mac and cheese to freeze, then I’ll put it in smaller containers, wrap in plastic wrap and then in foil. Then freeze. You can bake it from freezer to over just don’t forget to remove the plastic wrap. Bake at 350 for about an hour. You might turn the heat up a little toward the end to get a nice light browning on top.
You can also freeze the leftover mac and cheese that’s already been cooked. Follow the same process until heated. I like reheating in the oven better than microwave.
This is amazing! I tried making two at once and freezing one portion this time. How long and at what heat have you found works the best with frozen?
Thanks!
This is how my mom makes it but she uses all shredded sharp or extra sharp cheddar cheese.
This is how my mom makes it but she uses all shredded sharp or extra sharp cheddar cheese.
I have tried the mac and cheese on many occassions and it is the best. My kids fell in love with this mac and cheese and won’t eat the one in the box.
I have tried the mac and cheese on many occassions and it is the best. My kids fell in love with this mac and cheese and won’t eat the one in the box.
Now that looks absolutely delicious and worth the calories 🙂
Made a kitchen sink version of this tonight and it was deeeelish! Used half a brick of cream cheese, 1 cup pizza mozzarella and 1 cup monterey jack and the rest all sharp cheddar. I also like a lot more salt in mine, like at least 1tsp. I find that all bechamel based spruces benefit from extra salt to really bring f out the flavour. This was so good; there was silence while it was devoured haha
That sounds awesome, Penny!
Now that looks absolutely delicious and worth the calories 🙂