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Mac and Cheese with Creamy Cheese Sauce

Mac and Cheese with a creamy, cheesy sauce — this one is a classic family favorite! No eggs, just a luscious creaminess with LOTS of cheese! It's the cheesiest and the best!

Two white bowls filled with mac and cheese with a dish of baked mac and cheese in the background.

Cold, rainy, winter days...or hot, steamy, summer weekend cookouts with barbecue—both are perfect for a warm, comforting, cheesy plate of creamy baked mac and cheese. It's a kid-pleaser that adults cannot resist, even when we know it's loaded with fat and calories.

But that's what makes it so good, right?

And macaroni and cheese is so universal: You can serve it with fried chicken, pork roast, pot roast, or even as a meal itself.

Best mac and cheese recipe

I tried a few different recipes for creamy baked mac and cheese and finally settled on this one that I found in Southern Living, minus the red pepper and the granulated garlic. I like to keep it simple: cheese, butter, milk, noodles.

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, which recounted 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."

Thus, the evolvement of my cheesiest mac and cheese recipe began. After a few experiments, I've tweaked it to this version that includes extra-sharp Cheddar in the sauce, and more cheese once the sauce and noodles are combined.

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.

And yes, it's also fattening so we don't have it very often. But when you want comfort food, this is your dish.

A spoonful of macaroni and cheese with cheese dripping down.

Tools needed

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  • Baking sheet - I used to make this old-fashioned meatloaf in a loaf pan, but several years ago I switched to a heavy-duty baking sheet. The meatloaf is less greasy and the sides get a little crispy, which we love.
  • Large mixing bowl - I always use my big stainless mixing bowl when making meatloaf so I have plenty of room to get everything well blended.

For some recipes that call for grated cheese, like Pimento Cheese, I use my box grater. This is because I want the cheese to be smaller. But for recipes calling for baked or melted cheese, it's perfectly fine to use the food processor—and SO MUCH EASIER!

Here are some of the tools I use for this recipe:

Food Processor - mine is this Cuisinart 14-cup model because I use it so frequently, but for regular home-cooking you could get by with a smaller one like this 7-cup model.

Stockpot or Dutch oven - I use a large one to cook the noodles in and then just use the same one to make the sauce.

Pretty baking dish - you'll serve the macaroni and cheese right from the dish so you want to have a nice one!

👋 For ingredient amounts and instructions, use the Jump to Recipe button above or scroll down!

Ingredients for mac and cheese

  • Butter
  • Flour
  • Half-and-Half
  • Milk
  • Cheese - the ratio of cheese to noodles is high, which is what makes this recipe so delicious!
  • Noodles - pasta shapes serve different purposes. The best for this recipe is something tubular that can hold in some of the creamy cheese sauce.

How to make macaroni and cheese

Prepare cheese.

Start by getting the cheese ready. Grate enough cheese to give you six cups.

**Cook's Tip: You definitely want to use a food processor for this one!

I like Cracker Barrel or Cabot cheese, it usually takes about three bricks of cheese to get six cups.

Prepare sauce.

Set aside three cups of cheese for the sauce. The remaining cheese will be divided with one and one-half cups mixed into the noodles after the sauce has been incorporated, and the last one and one-half cups sprinkled on top.

Cook the sauce.

Next, start the sauce. I just use the same stockpot in which I cooked the noodles. Drain the noodles and let them sit in the strainer. Then melt a stick of butter in the noodle 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 is completely melted.

Complete layering.

Mix the noodles into the sauce and stir until noodles are well coated. Now 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 of it here and some on top.

Pour the noodles and sauce into a lightly buttered 9x13 inch baking dish. Sprinkle the remaining one and one-half cups of cheese on top of the noodles.


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.

**Cook's Tip: 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.

Overhead photo of a dish of baked mac and cheese on a white board background.

Tips and Questions

Can you freeze mac and cheese?

Yes! You can freeze this baked macaroni and cheese before you bake it or you can freeze the leftovers or a whole dish after baking. I've done it both ways and I prefer to freeze before baking—but either way, it will turn out delicious!

How to freeze mac and cheese 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 freezer until frozen, then cover.
  • To reheat, thaw and follow 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 freezer until frozen, then cover.
  • To reheat, thaw and allow to come to room temperature.
  • Place COVERED dish in oven on 350º for about 15 minutes, then uncover and bake for 10 minutes until bubbly.

**Cook's Tip: I love these perfect serving size freezer containers that I get from Amazon—they go from freezer to oven and are great for taking dishes to friends.

Check out our Holiday Recipe Collection!

Variations for the best mac and cheese

Topping Suggestions

  • Toasted panko crumbs
  • Crumbled buttery crackers
  • Crispy bacon

Cheese Combinations

  • Cheddar and Monterey Jack
  • Gruyere, Cheddar, and Parmesan
  • Cheddar, Asiago, and Mozzarella
  • Cheddar, Pepper Jack, and Mexican Crumbling Cheese
  • Cheddar and Provolone

Cook's Tip: The number one tip I can give you to get the best baked mac 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.

A fork with a bite of mac and cheese.

Is macaroni and cheese healthy?

Well, no, not really. Our creamy baked mac and cheese recipe calls for lots of cheese and butter, which is what makes it taste amazing. If you want healthy, you could try this version of healthy mac and cheese.

To be clear, we don't eat this mac and cheese recipe every week or every month. For us, this is a special occasion dish and everyone loves when they see mac and cheese on the table!

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.

If you've tried this recipe, please rate the recipe and leave a comment below!

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And please join the Southern Food and Fun Facebook group to get all the Southern Food and Fun recipes.

A fork of mac and cheese over a white bowl.

Creamy Baked Mac and Cheese Recipe

The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!
4.63 from 58 votes
Print Pin Rate Add to Collection
Course: Sides
Cuisine: American
Keyword: baked macaroni and cheese, creamy macaroni and cheese, macaroni and cheese, the best macaroni and cheese recipe
Prep Time: 30 minutes
Cook Time: 40 minutes
Total Time: 1 hour 10 minutes
Servings: 12 servings
Calories: 730kcal
Author: Lucy Brewer


  • 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 cheese, a mixture of extra-sharp white Cheddar, sharp Cheddar, and extra-sharp Cheddar or Gruyere--if using the Kraft Cracker Barrel blocks that I highly recommend, you will need 3 8 oz. blocks
  • 1 pound macaroni noodles, cooked and drained


  • Preheat oven to 375. Lightly grease a 9x13 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 ½ cups grated cheese into the noodles. Pour noodles and cheese sauce into the prepared baking dish.
  • Sprinkle the remaining 1 ½ 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.



Tips for Making the Best Macaroni and Cheese

  • Use good quality cheese. I like Kraft Cracker Barrel cheese.
  • Cook the noodles before you start the macaroni cheese sauce.
  • Have all the cheese grated and separated and ready before you start the sauce. 
  • Don't rush the macaroni cheese sauce. Allow the sauce to thicken slowly, which is still less than ten 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.

How to Freeze Mac and Cheese 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 freezer until frozen, then cover.
  • To reheat, thaw and follow baking instructions above.

How to Freeze Mac and Cheese After Baking:

  • Either leave in baking dish (if freezer safe) or portion the baked macaroni and cheese into smaller containers.
  • Place containers uncovered in freezer until frozen, then cover.
  • To reheat, thaw and allow to come to room temperature.
  • Place COVERED dish in oven on 350º for about 15 minutes, then uncover and bake for 10 minutes until bubbly.


Serving: 12servings | Calories: 730kcal | Carbohydrates: 39g | Protein: 35g | Saturated Fat: 29g | Cholesterol: 144mg | Sodium: 858mg | Fiber: 1g | Sugar: 5g

Update Notes: This Mac and Cheese post was originally published June 27, 2011, and on August 3, 2020, was updated with one or more of the following: step-by-step photos, video, updated recipe, new tips.

This post is part of my favorite Southern Foods at Home collection.

More favorite sides:

Recipe Rating


Friday 27th of November 2020

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 😋


Saturday 11th of July 2020

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.

Lucy Brewer

Tuesday 14th of July 2020

I love that combination! Well done!


Sunday 20th of January 2019

This was soo good - pricey to make, but definitely a keeper. We will all be fighting over the leftovers.

Robert Flick

Tuesday 16th of October 2018

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.


Friday 19th of October 2018

Thanks, Robert! Hope you enjoy!

Terese Smith

Tuesday 16th of January 2018

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.