The Cheesiest Macaroni & Cheese


You won’t find chunks of lobster, cheeses with French names, or even bits of bacon in this macaroni & cheese.  It’s certainly not virtuous (whole milk, butter and cheese are used with abandon) and it’s far from elegant.  Yet this recipe is one of my favorites.  It’s fun to make as it takes a little finesse, it makes your home smell wonderful as it bakes, and one spoonful will bring back lots of memories.  In short, this recipe for macaroni and cheese yields good food.

It’s likely that you’ll have many of the ingredients needed in this recipe at home.  If you don’t have whole milk, I would make the trip to get it.  While this recipe can be made with 2% or skim, I find that using something other than whole milk gives the final dish a grainy texture instead of the more desirable creamy consistency.

The trickiest part of this recipe is making the sauce.  You start with a roux which is equal parts flour and fat (in this case, the fat is the butter).  Melt the butter first in a medium saucepan and get it hot before tossing in the flour.  Stir with a wooden spoon or whisk until the flour and butter are completely combined and  look like wet sand.  The mixture will bubble as you stir it and you’ll want to cook it, stirring constantly, for about 1-3 minutes.  Why do you need to let it cook?  By letting the roux simmer, you cook off some of the starch and prevent your final sauce from having a flour-like taste.  As the roux cooks, be sure to rub your spoon or whisk around the inside of the pot you are using.  Roux likes to hang out along the edge of the pot and can give your sauce a starchy taste if not incorporated.

Once you’ve cooked the roux, carefully add the heated milk.  Don’t add cold milk to the roux.  I know that heating the milk is an extra step (and an extra pot), but hot milk will help the roux disperse evenly and you’ll end up with a smoother sauce.  Continue whisking or stirring the mixture until the milk comes to  a boil.  When this happens, you should notice that the sauce is beginning to thicken.  Congratulations.  You’ve just made a béchamel which is one of the five classic French mother sauces.  Don’t you feel like Julia Child?

But we must move on.  Give yourself one last pat on the back, then get back to stirring as you let your béchamel simmer for 2 or 3 minutes.  Remove the pot from the heat and then stir in the cheese, Dijon mustard, salt, and pepper.  Stir the mixture until all the cheese has melted.  And just like that, you’ve mastered another classic sauce: Mornay (a béchamel with cheese added).

From here, it’s simple.  Cook your noodles if you haven’t already done so being sure not to over-cook them.  You want them to have a bit of a bite as they are going to continue to cook as you bake the macaroni and cheese.  Drain the noodles and then add them to the cheese sauce being sure to toss them well.

At this point, please don’t panic.  The mixture will look like cheese soup with a few pieces of elbow macaroni floating around in it.  This is what it should look like; you haven’t messed up.  Push the self-doubt aside and carry on.

Add the macaroni and cheese to a greased casserole dish, sprinkle with Panko breadcrumbs, and then bake for 30 minutes.  Remove the macaroni and cheese from the oven and then, if like me, you lose all self-control around baked cheese products, leave the kitchen.   You’ll need to let the macaroni and cheese sit for 5-10 minutes and it can be very difficult, if not downright impossible, to not dig in a little earlier if you stay in the same room with this cheesy temptation.   Once the mac and cheese has set, serve it up, take a bite, and then another.  Good food, right?  Bon appetit!

The Cheesiest Macaroni & Cheese – Printer-Friendly Version
Serves 6

5 tablespoons unsalted butter, divided, plus more for greasing casserole dish
1/2 cup Panko (Japanese style) bread crumbs
2 3/4 cups whole milk
1/4 cup all purpose flour
1 teaspoon salt
1/8 teaspoon freshly ground black pepper
1/2 teaspoon Dijon mustard
1/2 lb grated sharp cheddar cheese
1/4 lb grated Colby Jack or Swiss cheese
1/2 lb dry elbow macaroni

Preheat the oven to 375 degrees.  Grease an 8 x 8 inch casserole dish with butter.  In a small microwave-safe bowl, melt 1 tablespoon of butter.  Toss the breadcrumbs in the melted butter and set aside.

In a small saucepan, warm the milk over medium-low heat.  In another medium saucepan, melt the remaining butter (4 tablespoons) over medium heat.  Stir in the flour and cook, stirring constantly, for about 3 minutes.   Whisking constantly, slowly pour in the heated milk.  While continuing to whisk, heat the milk mixture until it begins to bubble.

Remove the pan from the heat and stir in the salt, black pepper, Dijon mustard, and the grated cheese.   Stir until the cheese has melted and the sauce is smooth.  Set aside.

Bring a large pot of generously salted water to a boil and add the elbow macaroni.  Cook for about 6 minutes until the elbow macaroni are soft on the outside, but still tough on the inside.   Drain.

Toss the cooked macaroni with the cheese sauce and place in the greased casserole dish.  Sprinkle with the breadcrumbs.  Bake for 30 minutes or until golden brown.  Let the macaroni & cheese sit for 5 to 10 minutes before serving.


  1. I love mac and cheese and this looks (and sounds ) dee-vine!
    WIll be making for the fam asap!


  2. I made this last April. As Nikki says, don’t panic when you pour the sauce over the noodles. It’s not too much sauce!


  3. If I premade all of this and just brought it to a party to bake there, do you think it’d be okay? Looks AMAZING, as do all your dishes! 🙂


  4. You can definitely prepare this in advance and then bake it right before serving. I have always baked it on the same day that I put it together but I think it would still work fine done the day before. Hope you are doing well!


  5. Thanks, Nikki!! I’ll make it the same day, but just bake it at the house of the party 🙂 Happy Superbowl day to all our friends! Hope you’re doing well, too!


  6. Holy awesome! These were the hit of the party and I was begged for the recipe! I sent them all to your blog 🙂 Thanks, once again, for making me look good!


  7. I’m so glad the mac and cheese turned out well and that your friends enjoyed it. It’s a delicious dish…I might have to make some for tonight!!!


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